Selecta Group B.V. and its subsidiaries, Amsterdam (The Netherlands) Consolidated financial statements for the year ended 30 September and report of the independent auditor
Table of Contents Consolidated financial statements 3 Consolidated statement of profit or loss 3 Consolidated statement of comprehensive income 4 Consolidated balance sheet 5 Statement of changes in consolidated equity 6 Consolidated cash flow statement 7 Notes to the consolidated financial statements 8 1. General Information 8 2. Basis of preparation 8 3. Summary of significant accounting policies 8 4. Use of estimates and key sources of estimation uncertainties 17 5. Segmental reporting 19 6. Revenue 21 7. Materials and consumables used 21 8. Employee benefits expense 21 9. Depreciation and amortisation 22 10. Other operating expenses 22 11. Other operating income 22 12. Finance cost results net 22 13. Income taxes 23 14. Property, plant and equipment 24 15. Goodwill 25 16. Intangible assets 28 17. Non-current financial assets 30 18. Inventories 30 19. Trade receivables 30 20. Other current assets 32 21. Cash and cash equivalents 32 22. Loans due to parent undertaking / borrowings 32 23. Finance lease liabilities 34 24. Post-employment benefits 34 25. Provisions 39 26. Deferred income taxes 40 27. Trade payables 43 28. Other current liabilities 43 29. Equity 44 30. Financial risk management 45 31. Financial instruments 50 32. Business combinations 52 33. Disposals 55 34. Assets and liabilities held for sale 56 35. Share based payments 56 36. Commitments for expenditures 56 37. Contingent liabilities and contingent assets 57 38. Related parties 57 39. Changes in scope of consolidations 58 40. Events after the balance sheet date 59 41. Subsidiaries 59 Approval of the consolidated financial statements 62 Report of the Independent Auditor to the Board of Directors on the consolidated financial statements 63 *These consolidated financial statements do not represent statutory financial statements of the parent entity Selecta Group B.V. prepared in accordance with Dutch GAAP Page 2 of 65
Consolidated financial statements Consolidated statement of profit or loss Notes Year ended Year ended Revenue 6 761'354 736 405 Materials and consumables used 7 (243'983) (231 124) Employee benefits expense 8 (228'599) (234 063) Depreciation and amortisation expense 9 (93'236) (92 014) Other operating expenses 10 (230'417) (206 166) Other operating income 11 21'788 19 639 Gain on the disposal of subsidiaries 33 3'619 5 900 Loss before finance results net and income tax (9'473) (1 423) Finance costs 12 (103'735) (85 816) Finance income 12 7'461 4'362 Loss before income tax (105'746) (82 877) Income taxes 13 4'036 5 110 Net loss for the period, attributable to equity holders of the parent (101'710) (77 767) Page 3 of 65
Consolidated statement of comprehensive income Notes Year ended Year ended Net loss for the period (101'710) (77'767) Items that will not be reclassified to the consolidated statement of profit or loss Re-measurement gain on post-employment benefit obligations 24 16'749 94 Income tax relating to re-measurement gain on postemployment benefit obligations (3'121) 102 13'628 196 Items that are or may subsequently be reclassified to the consolidated statement of profit or loss Effective portion of changes in fair value of cash flow hedges - 50 Release of hedging reserve through profit and loss 29.2 2'090 1 279 Income tax relating to changes in fair value of cash flow hedges 29.2 (554) (339) Foreign exchange translation differences for foreign operations 29.2 16'677 (1'297) 18'213 (307) Other comprehensive income net of tax 31'841 (111) Total comprehensive income attributable to equity holders of the parent (69 869) (77 878) Page 4 of 65
Consolidated balance sheet Non-current assets Notes Property, plant and equipment 14 362'041 187 708 Goodwill 15 667'441 482 562 Trademarks 16 324'147 286 301 Customer contracts 16 318'306 135 750 Other intangible assets 16 20'795 17 884 Deferred income tax assets 26 18'192 21 032 Non-current financial assets 17 6'354 2 766 Defined benefit plan assets 24 33'698 - Derivative financial instruments 31-6 218 Total non-current assets 1'750'973 1'140 221 Current assets Inventories 18 80'711 38 702 Trade receivables 19 75'093 40 939 Derivative financial instruments 31 7'884 - Other current assets 20 52'945 33 699 Cash and cash equivalents 21 134'782 66 871 Assets classified as held for sale 34 5'446 - Total current assets 356'862 180 210 Total assets 2'107'835 1 320 431 Equity and liabilities Equity Share capital 29 187 187 Share premium 29 279'566 279 566 Additional paid-in capital 29 415'999 236 829 Currency translation reserve 29 (111'220) (127 897) Hedging reserve 29 - (1 536) Retained earnings 29 (427'959) (339 877) Equity attributable to equity holders of the parent 156'573 47 272 Non-current liabilities Loans due to parent undertaking 22 319'888 282 176 Borrowings 22 922'995 591 565 Derivative financial instruments 31-10 316 Finance lease liabilities 23 30'357 20 040 Post-employment benefit obligations 24 11'016 23'464 Provisions 25 35'770 6 220 Other non-current liabilities 1'018 - Deferred income tax liabilities 26 187'587 131 261 Total non-current liabilities 1'508'632 1 065 042 Current liabilities Derivative financial instruments 31 6'211 1 428 Finance lease liabilities 23 11'681 8 076 Trade payables 27 191'723 107 710 Provisions 25 23'368 4 975 Current income tax liabilities 920 2 934 Other current liabilities 28 206'150 82 996 Liabilities associated with assets held for sale 34 2'577 - Total current liabilities 442'630 208 118 Total liabilities 1'951'262 1 273 160 Total equity and liabilities 2'107'835 1 320 431 Page 5 of 65
Statement of changes in consolidated equity Share capital Share premium Additional paid-in capital Currency translation reserve Hedging reserve Retained earnings Equity attributable to equity holders of the parent Balance at 1 October 2015 187 279 191 220 529 (126 600) (2 526) (262 306) 108 475 Other comprehensive income - - - (1 297) 990 196 (111) Net loss - - - - - (77 767) (77 767) Total comprehensive income - - - (1 297) 990 (77 571) (77 878) Capital contribution - 375 16 300 - - - 16 675 Balance at 1 October 187 279 566 236 829 (127 897) (1 536) (339 877) 47 272 Other comprehensive income - - - 16 677 1 536 13 628 31 841 Net loss - - - - - (101 710) (101 710) Total comprehensive income - - - 16 677 1 536 (88 082) (69 869) Capital contribution - - 179 170 - - - 179 170 - Balance at 187 279 566 415 999 (111 220) - (427 959) 156 573 Page 6 of 65
Consolidated cash flow statement Notes Year ended Year ended Cash flows from operating activities Loss before income tax (105'746) (82 877) Depreciation and amortization expense 9 93'236 92 014 Gain on disposal of property, plant and equipment, net (3'880) (6 606) Gain on disposal of subsidiaries 33 (3'619) (5 900) Net finance costs 96'274 81 454 Changes in working capital: (Increase)/Decrease in inventories (1'136) 482 (Increase)/Decrease in trade receivables (3'955) (2 282) (Increase)/Decrease in other current assets (1'442) 600 Increase/(Decrease) in trade payables 9'723 1 418 Increase/(Decrease) in other liabilities 22'934 4 861 Income taxes (paid)/received (2'440) (3 000) Net cash generated from/(used in) operating activities 99'948 80 163 Cash flows from investing activities Acquisition of subsidiary, net of cash acquired 32 (83'971) - Proceeds from sale of subsidiaries, net of cash disposed 33 7'990 10 784 Purchases of property, plant and equipment 14 (62'926) (58 628) Purchases of intangible assets 16 (5'138) (9 267) Proceeds from sale of property, plant and equipment 14 10'295 11 311 Interest received 44 103 Net cash used in investing activities (133'706) (45 697) Cash flows from financing activities Proceeds from capital contribution 179'707 16 675 Proceeds (+)/repayment (-) of loans and borrowings (28'084) 28 412 Proceeds provided from factoring 5'773 - Interest paid (41'193) (40 187) Financing related financing costs paid (8'998) - Other finance costs paid - (4 912) Net cash used in financing activities 107'204 (12) Net (decrease)/increase in cash and cash equivalents 73'446 34 454 Cash and cash equivalents at the beginning of the period 21 66'871 36 177 Exchange gains/(losses) on cash and cash equivalents (4 677) (3 760) Cash at bank in the books of Finland classified as held for sale (859) - Cash and cash equivalents at the end of the period* 21 134'782 66 871 *The group Balance Sheet closing position of cash and cash equivalents 135.6 million includes 0.9 million cash and cash equivalent at Selecta Finland which have been reclassified in the balance sheet to Disposal group held for sale as of 30 September (see note 34). Page 7 of 65
Notes to the consolidated financial statements 1. General Information Selecta Group B.V. ( the Company ) is a limited company incorporated and domiciled in Amsterdam, the Netherlands. The Company and its subsidiaries are collectively referred to herein as the Group or the Selecta Group. The Group is a pan-european vending and coffee services company. These consolidated financial statements do not represent statutory financial statements of the parent entity Selecta Group B.V. prepared in accordance with Dutch GAAP and the requirements of the Dutch chamber of commerce and have been prepared voluntarily by the Board of Directors. 2. Basis of preparation These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). The financial statements have been prepared on the historical cost basis except for the revaluation of certain financial instruments. The principal accounting policies are set out below. 3. Summary of significant accounting policies 3.1. Accounting policies The Group has adopted all International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) issued by the International Accounting Standards Board (the IASB) as well as Interpretations given by the IFRS Interpretations Committee (the IFRIC) and the former Standing Interpretations Committee (SIC) that are relevant to the Group s operations and effective for annual reporting periods beginning on 1 October. 3.2. New and revised/amended standards and interpretations There were the below three revisions and amendments to Standards or Interpretations which had been applied in the current financial year and had no material impact on the financial statements. Revisions and amendments of Standards and Interpretations Clarification of Acceptable Methods of Depreciation and Amortization (Amendments to IAS 16 and IAS 38) Effective date Application by Selecta Group B.V. 1 January Reporting year /17 Disclosure Initiative (Amendments to IAS 1) 1 January Reporting year /17 Annual Improvements to IFRSs 2012-2014 Cycle 1 January Reporting year /17 International Financial Reporting Standards and Interpretations, whose application is not yet mandatory and that have not been adopted early The following new or amended Standards and Interpretations have been issued, but are not yet effective. They have not been applied early in these consolidated financial statements. Effective date Planned application by Page 8 of 65
Selecta Group B.V. New Standards or Interpretations IFRS 9 Financial Instruments 1 January 2018 Reporting year 2018/19 IFRS 15 Revenue from Contracts with Customers 1 January 2018 Reporting year 2018/19 IFRIC 22 Foreign currency transactions and advance consideration 1 January 2018 Reporting year 2018/19 IFRS 16 Leases 1 January 2019 Reporting year 2019/20 IFRIC 23 Uncertainty over income tax treatments 1 January 2019 Reporting year 2019/20 Revisions and amendments of Standards and Interpretations Effective date Planned application by Selecta Group B.V. Disclosure Initiative (Amendments to IAS 7) 1 January Reporting year /18 Recognition of Deferred Tax Assets for Unrealised Losses (Amendments to IAS 12) Classification and Measurement of Share-based Payment Transactions (Amendments to IFRS 2) 1 January Reporting year /18 1 January Reporting year /18 Annual improvements to IFRSs 2014- cycle 1 January /2018 Reporting year /18 There are no other new or amended standards or interpretations which have been published and become effective on or after 1 October that are relevant to the Group s operations. The Group is currently reviewing its financial reporting for the new and amended standards which take effect on or after 1 October and which the Group did not voluntarily adopt early. At present, no detailed assessment has been conducted on the effects on the Group financial statements in relation to the implementation of IFRS 15 and IFRS 16. IFRS 16 will notably introduce a revision of the distinction applied currently between finance and operating leases. Selecta, as a lessee, will generally have to recognize right-of-use assets and leasing obligations for leases, if it has the right to use the underlying asset. 3.3. Basis of consolidation Subsidiaries The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries), see note 41. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The results of subsidiaries acquired or disposed of during the year are included in the consolidated financial statements from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group and the IFRS. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. In all the following disclosure sections, Pelican Rouge s consolidated balance sheet is integrated as part of the balance sheet positions disclosed, whereas Pelican Rouge s consolidated statement of profit and loss is apportioned to the 24 days in September consolidated under the Selecta Group, between the acquisition date and September 30, (note 32). Page 9 of 65
3.4. Business combinations Acquisitions of businesses are accounted for using the acquisition method. The cost of the business combination is measured as the aggregate of the fair values (at the date of exchange) of assets acquired, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred. The acquiree s identifiable assets, liabilities and contingent liabilities are recognised at their fair values at the acquisition date. Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group s interest in the net fair value of the acquiree s identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in the consolidated statement of profit or loss. The non-controlling interest in the acquiree is initially measured at the non-controlling interest s proportion of the net fair value of the assets, liabilities and contingent liabilities recognised. 3.5. Foreign currencies Foreign currencies in individual financial statements The functional currency of each group company is the currency of the primary economic environment in which the entity operates. For the purpose of the consolidated financial statements, the results and financial position of each entity are translated in Euros ( EUR or ), which is the presentation currency for the consolidated financial statements. Euro is the currency that management uses when controlling and monitoring the performance and financial position of the Group. Transactions in currencies other than the group company s functional currency (foreign currency transactions) are recorded at the rates of exchange prevailing at the date on which the transactions were entered into, or a close approximation thereof. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the balance sheet date. Non-monetary items are maintained at the historical exchange rates and are not retranslated. Exchange differences are recognised in the statement of profit or loss in the period in which they arise. Foreign currencies in consolidated financial statements For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group s foreign operations are expressed in Euros using exchange rates prevailing at the balance sheet date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are classified as other comprehensive income and transferred to the Group s currency translation reserve. Such exchange differences are reclassified from equity to statement of profit or loss in the period in which the foreign operation is disposed of. Page 10 of 65
The foreign currency rates applied against the Euro were as follows: Balance sheet Income statement Balance sheet Income statement Danish Krone DKK 7.44 7.44 7.45 7.45 Great Britain Pound GBP 0.88 0.87 0.86 0.78 Norwegian Kroner NOK 9.42 9.20 8.98 9.35 Swedish Krona SEK 9.65 9.62 9.62 9.35 Swiss Franc CHF 1.15 1.09 1.09 1.09 3.6. Property, plant and equipment Property, plant and equipment are initially recognised at cost and are depreciated using the straight-line method over their estimated useful lives. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Maintenance and repair costs are expensed as incurred. The useful lives of property, plant and equipment are as follows: Land Buildings Vending equipment Vehicles Machinery & Equipment IT Hardware Infinite (no depreciation is applied) 40 to 60 years 4 to 8 years 5 years 8 years 3 to 5 years Each significant part of an item of property, plant and equipment with a useful life that is different from that of the asset to which it belongs is depreciated separately. The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis. Assets held under finance leases are capitalised and depreciated over their expected useful lives on the same basis as owned assets or, where shorter, over the term of the relevant lease. The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the statement of profit or loss. 3.7. Goodwill and intangible assets Goodwill Goodwill arising on the acquisition of a business represents the excess of the cost of acquisition over the Group s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units that are expected to benefit from the synergies of the combination. These cash-generating units are tested for impairment annually, and whenever there is an indication that a unit may be impaired. If the recoverable amount of a cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit prorata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period. Page 11 of 65
On disposal of a subsidiary, the amount attributable to goodwill is included in the determination of the profit or loss on disposal. Other intangible assets Intangible assets acquired in a business combination are identified and recognised separately from goodwill where they satisfy the definition of an intangible asset and their value can be measured reliably. Trademark The trademarks recognised by the Group have an indefinite useful life and are not amortised. The trademarks are allocated on a reasonable and consistent basis to the cash-generating units that are tested for impairment annually as described in the section on Goodwill above. Customer contracts Intangible assets resulting from the acquisition by the Group of customer contracts in a business combination have a finite useful life and are amortised over the useful life of 15 years. Software Software licences are recognised as intangible assets when it is probable that they will generate future economic benefits. They are amortised using the straight-line method over three-five years. Costs associated with maintaining computer software programmes are recognised as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the group are recognised as intangible assets and are amortised by the straight-line method over three to five years when the following criteria are met: it is technically feasible to complete the software product so that it will be available for use; management intends to complete the software product and use or sell it; there is an ability to use or sell the software product; it can be demonstrated how the software product will generate probable future economic benefits; adequate technical, financial and other resources to complete the development and to use or sell the software product are available; and the expenditure attributable to the software product during its development can be reliably measured. Directly attributable costs that are capitalised as part of the software product include the software development employee costs and an appropriate portion of relevant overheads. Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. Other software licences and software development costs are expensed as incurred. No intangible asset arising from research (or from research phase of an internal project) is recognised. Expenditure on research (or on the research phase of an internal project) is recognised as an expense when it is incurred. 3.8. Impairment of non-current assets other than goodwill or trademark At each balance sheet date, the Group assesses whether there is any indication that its tangible and intangible assets other than goodwill or trademark may be impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Page 12 of 65
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the statement of profit or loss. Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in the statement of profit or loss. 3.9. Prepayments and accrued income Prepayments and accrued income comprise payments made in advance relating to the following year, and income relating to the current year, which will not be received until after the balance sheet date. Prepayments are measured at the nominal amount of the payments. Accrued income is measured at amortised costs. 3.10. Inventories Inventories are stated at the lower of cost and net realisable value. The net realisable value corresponds to the estimated selling price in the ordinary course of business less point-of-sales costs. A valuation allowance on inventories is recorded, when the cost of inventories is greater than their net realisable value. 3.11. Rebates and other amounts received from suppliers Rebates and other amounts received from suppliers include agreed discounts from suppliers list prices, value and volume-related rebates. Income from value and volume-related rebates is recognised based on actual purchases in the period as a proportion of total purchases made or forecast to be made over the rebate period. Agreed discounts relating to inventories are credited to the statement of profit or loss as the goods are sold. Rebates relating to inventories purchased but still held at the balance sheet date are deducted from their carrying values so that the costs of inventories are recorded net of applicable rebates. Rebates received in respect of property, plant and equipment are deducted from the costs capitalised. 3.12. Trade and other receivables Trade and other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less impairment losses. An impairment loss on trade receivables is recognised when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. The impairment loss is calculated as the difference between the carrying amount and the present value of the estimated future cash flows discounted at the asset s original effective interest rate. 3.13. Cash and cash equivalents Cash and cash equivalents are carried in the balance sheet at cost. Cash and cash equivalents comprise cash on hand, cash in points-of-sale, call deposits with banks, and other short-term, highly liquid financial assets with original maturities of three months or less. Due to the Group s business model, significant cash balances are held at year-end on behalf of the Group by external cash collecting firms, or en route to or from such cash counting firms. These amounts are included in other current assets. Page 13 of 65
Bank overdrafts are included within current liabilities on the balance sheet. 3.14. Assets held for sale Non-current assets, or disposal groups comprising assets and liabilities, are classified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit assets or investment properties, which continue to be measured in accordance with the Group s other accounting policies. Impairment losses on initial classification as held for sale and subsequent gains and losses on re-measurement are recognised in profit or loss. Once classified as held for sale, intangible assets and property, plant and equipment are no longer amortised or depreciated, and equity accounted investments are no longer accounted for using equity accounting. 3.15. Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessment of the time value of money and the risks specific to the liability. When some or all of the expenditure required to settle a provision is expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that recovery will be received and the amount of the receivable can be measured reliably. 3.16. Loans due to parent undertaking / borrowings Loans due to parent undertaking or borrowings are recognised initially at fair value. Borrowings are subsequently stated at amortised cost, any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the statement of profit or loss over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date. 3.17. Derivative financial instruments The Group uses from time to time derivative financial instruments to manage its exposure to interest rate and/or foreign exchange risk. Such derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently re-measured to their fair value at each balance sheet date, with changes therein generally recognised in profit or loss (finance income or finance costs). Where a derivative financial instrument is designated as a cash flow hedging instrument and the economic hedge created by the derivative financial statement is deemed to be effective, the changes in fair value are recorded in other comprehensive income and accumulated in the hedging reserve. The amount accumulated in equity is retained in other comprehensive income and reclassified to profit or loss in the same period or periods during which the hedged item affects profit or loss. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. Page 14 of 65
In order to prove the effectiveness of the hedge the instrument is extensively documented at inception and regularly tested to ensure that it remains effective. Where the hedge, or a portion of the hedge, is deemed not to be effective, the change in fair value is recorded directly in finance income or finance costs in the statement of profit or loss. 3.18. Accruals and deferred income Accruals and deferred income comprise expenses relating to the current year, which will not be paid until after the balance sheet date and cash received in advance, relating to the following year. Deferred income is measured at the nominal value of the payments received less, if appropriate, cumulative amortisation in accordance with IAS 18. Accruals are measured at amortised cost. 3.19. Taxation The credit or charge for current income tax is based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates of the countries where the Group has operations. Deferred income taxes are accounted for using the balance sheet liability method in respect of temporary differences arising between the carrying amount of assets and liabilities in the balance sheet and the corresponding tax basis used in the computation of taxable profit. Deferred income tax liabilities are generally recognised for all taxable temporary differences. Deferred income tax assets are recognised to the extent that it can be reasonably expected that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities, which affects neither taxable nor accounting income. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Current income tax and deferred income tax is recognised in the statement of profit or loss except to the extent that it relates to items recognised directly in equity or in other comprehensive income, in which case it is also recognised directly in equity or other comprehensive income. Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority. 3.20. Employee benefits The Group maintains various defined contribution and defined benefit pension plans. Defined benefit obligations are largely covered through pension plan assets of pension funds that are legally separated and independent from the Group. These are managed by a board of trustees consisting of representatives of the employees and the employer. The organisation, management and financing of the pension plans comply with the applicable pension regulations. Employees and pensioners or their survivors receive statutorily determined benefits upon leaving the company or retiring as well as in the event of death or disability. These benefits are financed through employer and employee contributions. Defined benefit plans In the case of defined benefits pension plans, the pension expenses and obligations are valued according to the projected unit credit method. The corresponding calculations are carried out yearly by independent qualified actuaries. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss. Page 15 of 65
All re-measurement gains and losses on the net defined benefit liability are charged or credited in other comprehensive income in the period in which they occur. When the benefits of a plan are changed or when a plan is curtailed, the resulting past service cost is generally recognised in profit or loss when the plan amendment or curtailment occurs. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs. Defined contribution plans In the case of defined contribution pension plans, the Group has no further payment obligations once the contributions have been paid. The contributions are recognised as an expense when the employees render the corresponding service to the Group, which normally occurs in the same year in which the contributions are paid. Payments made to state-managed plans are dealt with as payments to defined contribution plans where the Group s obligations under the plans are equivalent to those arising in a defined contribution pension plan. 3.21. Revenue recognition Revenue represents the fair value of the consideration received or receivable for goods and services provided in the normal course of business, excluding trade discounts, value added tax and similar sales taxes. Sale of goods Revenue from the sale of goods is recognised when the goods are delivered to the client site or when goods are purchased from a machine by a customer, depending on the contract terms. Revenue may be received directly in the form of cash from the consumer, or may be invoiced to a client periodically. Where revenue is received in the form of cash, the amount recognised is the amount of cash received until the last date on which the cash was collected from the machine, plus an estimate of the sales between this date and the period end calculated based on historical trends. Where the sale of goods is invoiced to the client, the amount recognised is based either on the amounts delivered to the client or based on the consumption in the machines, depending on the specific contractual terms. Where revenue is recognised based on consumption in the machines, the amount recognised is based on the last recorded consumption from the machine plus an estimate of the sales between this date and the period end calculated based on historical trends. Rendering of services Selecta also provides services to clients in the form of machine rentals, technical services and hygiene services. Where the income is a fixed amount for the period the amount of revenue recognised is based on this fixed amount. Where the income is dependent on the work performed, the revenue is recognised based on records of technical site visits or other services provided. Interest income Income is recognised as interest accrues using the effective interest rate that is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the financial asset. Dividend income Dividend income is recognised when the shareholder s right to receive payment is established. Page 16 of 65
3.22. Leases The Group leases certain property, plant and equipment. Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease s commencement at the lower of the fair value of the leased property and the present value of the minimum lease payments. Each lease payment is allocated between repayment of the outstanding liability and finance charges. The corresponding rental obligations, net of finance charges, are included in non-current liabilities or current liabilities as appropriate. The interest element of the finance cost is charged to the statement of profit or loss over the lease period. The property, plant and equipment acquired under finance leases is depreciated over the shorter of the useful life of the asset or the lease term. Other lease agreements are classified as operating leases. Operating lease payments are recognised as an expense on a straight-line basis over the lease term. 3.23. Purchasing income The Group receives certain rebates from its suppliers in respect of the purchase of vending machines and consumables. Where the rebates are received in respect of vending machines which are capitalised within property, plant and equipment, the cost of those vending machines is reduced by the amount of the rebate received. In relation to vending machines and consumables sold to customers and recognised within revenue, the cost of goods sold and the cost of inventories are reduced by the amount of the rebate received. 3.24. Finance costs Finance costs comprise interest expense on borrowings and finance leases calculated using the effective interest method, fair value losses on derivatives classified as held for trading and foreign exchange losses. Foreign exchange gains and losses are reported on a net basis as either finance income or finance expense depending on whether the total foreign currency movements represent a gain or a loss accordingly. 4. Use of estimates and key sources of estimation uncertainties The preparation of the consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. These estimates and assumptions are based on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities in the next financial year are discussed below. Goodwill and intangible assets with indefinite useful lives The carrying amounts of cash-generating units to which goodwill has been allocated and which include other intangible assets with indefinite useful lives are tested for impairment annually, and whenever there is an indication that they may be impaired. The recoverable amounts of cashgenerating units are determined based on their values in use. These calculations require the use of estimates and assumptions consistent with the most up-to-date business plans that have been formally approved by management. The amounts and key assumptions used for the value in use calculations are set out in notes 15 and 16 to the consolidated financial statements. Customer Contracts Intangible assets resulting from the acquisition by the Group of customer contracts in a business combination have a finite useful life and are amortised over the determined life time of 15 years. The Group actively monitors retention rates on customer contracts and considers other relevant factors which may provide an indication of impairment. The amounts are described in note 16 to the consolidated financial statements. Page 17 of 65
Employee benefits The present value of the pension obligations depends on a variety of factors that are estimated annually using a number of assumptions, including the discount rate to be applied to determine the present value of defined benefit obligations. In determining the appropriate discount rate, the Group considers the interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the terms of the related pension liability. The amounts and principal assumptions used are described in note 24 to the consolidated financial statements. Deferred income tax assets Deferred income tax assets on unused tax losses carried forward are recognised when it is probable that there will be future taxable profits against which the losses can be utilised. The assessment of recoverability of the recognised deferred income tax assets is based on assumptions regarding future profits and is derived from the latest budgets and business plans of the Group. The amounts are described in note 26 to the consolidated financial statements. Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is based on management s best estimate of the consideration required to settle the obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Provisions for warranties are ordinarily determined by product line and are based on statistics including the likelihood of a break down occurring and the average cost of repair or replacement. The amounts are described in note 25 to the consolidated financial statements. Sales estimations Where sales are based on consumption in the machines, there may be a timing difference between the date on which the cash was last collected from the machines or the date on which the sales readings were taken. In this case an estimate of the sales between the date of the last cash collection or the last machine reading and the end of the period is made. The estimate is based on historical sales trends in respect of the specific client sites and machines. The estimated amount of sales which have been neither collected in cash nor invoiced to customers are recorded as Accrued income and uncollected cash in points-of-sale, as disclosed in note 20. Inventories Inventories include perishable products which requires the Group to make estimates regarding the amount of goods whose shelf life will expire before they are sold in order to determine the appropriate level of allowances to be recorded. Such allowances are therefore calculated with reference to the level of inventories held, average sales, and expiry dates. Allowances for spare parts held in inventory are calculated according to the inventory turnover ratio. Allowances for inventories are disclosed in Note 18. Page 18 of 65
5. Segmental reporting The Group is organised and managed internally within four geographical regions. Each of these regions, which are the operating segments of the Group, offers a similar portfolio of vending products and services to consumers and customers. No operating segments have been aggregated. These segments represent the reportable segments of the Group, as follows: Region France: includes operating entities in France. Region West: includes operating entities in UK, Ireland, Netherlands and Belgium. Region Central: included operating entities in Switzerland, Germany, Spain, Austria. Region North: includes operating entities in Sweden, Finland, Denmark, Norway, Estonia, Latvia and Lithuania until. The operating entities in Estonia, Latvia and Lithuania were disposed as per 1 October. Selecta Finland is an asset held for sale, see note 34. In addition to the segments identified above, the Group reports separately on its Headquarters (HQ), which includes corporate centre functions in Switzerland and in the Netherlands. The profit/(loss) before finance results net and income taxes, depreciation and amortisation expense as the operating result of the Group s reportable segments are regularly reviewed by the Chief Executive Officer, as the Group s Chief Operating Decision Maker, to assess performance and to determine how resources should be allocated. Result for the year ended France West Central North Total segments HQ IC eliminations Total Group External revenue 191'554 122'286 318'466 129'171 761'476 - (122) 761'354 Gain on the disposal of subsidiaries Profit/(loss) before finance results net and income taxes, depreciation and amortisation expense Depreciation and amortisation expense Loss before finance results net and income tax Finance results, net Loss before income tax - - - - - 3'619-3'619 9'402 10'425 78'771 33'143 131'741 (47'978) - 83'763 (16'473) (9'618) (25'567) (14'582) (66'241) (26'995) - (93'236) (9'473) (96'274) (105'746) Page 19 of 65
Result for the year ended France West Central North Total segments HQ IC eliminations Total Group External revenue 184 279 107 892 304 249 139 962 736 382 133 (110) 736 405 Gain on the disposal of subsidiaries Profit/(loss) before finance results net and income taxes, depreciation and amortisation expense Depreciation and amortisation expense Loss before finance results net and income tax Finance results, net Loss before income tax - - 5 900-5 900 - - 5 900 (5 439) 6 895 83 518 29 416 114 390 (23 799) - 90 591 (17 327) (9 804) (24 807) (14 226) (66 164) (25 850) - (92 014) (1 423) (81 454) (82 877) There is no material revenue earned between the operating segments. In addition, revenues and non-current assets other than financial instruments and deferred tax assets are allocated according to the registered office of the related Group company as follows: Year ended Revenue Year ended Non-current assets excluding deferred tax assets and financial instruments Switzerland 215'595 218 934 715'746 700 423 France 191'554 184 279 113'627 59 693 Sweden 96'517 100 836 34'184 31 297 UK 71'957 75 124 44'381 12 658 Germany 60'157 49 508 17'001 11 883 Netherlands 39'392 28 930 48'293 7 219 All other countries 86'182 78 794 83'672 29 524 HQ - - 675'877 260 274 Total 761'354 736 405 1'732'781 1 112 971 The non-current assets excluding deferred tax assets and financial instruments reported as not allocated consist primarily of intangible assets, including customer contracts and patents. Page 20 of 65
6. Revenue Year ended Year ended Revenue from publicly accessible points of sale 211'930 188 973 Revenue from privately placed points of sale 465'702 469 355 Revenue from trade sales of machines and products 51'676 50 552 Other revenue 32'045 27 525 Total revenue 761'354 736 405 Other revenue includes revenue from the rendering of technical services and rental income from machines placed at client sites under a rental contract. 7. Materials and consumables used Year ended Year ended Cost of materials (259 101) (244 818) Rebates and discounts 15 241 13 726 Other (123) (32) Total materials and consumables used (243 983) (231 124) 8. Employee benefits expense Year ended Year ended Wages and salaries (184'272) (189 160) Social security (38'905) (36 586) Post-employment benefits Defined contribution plans (3'008) (2 812) Defined benefit plans (2'415) (5 505) Total employee benefits expense (228 599) (234 063) For further details with respect to the Group s post-employment benefit obligations, see note 24. Page 21 of 65
9. Depreciation and amortisation Year ended Year ended Depreciation of property, plant and equipment (64 690) (65 304) Amortisation of intangible assets (28 546) (26 710) Total depreciation and amortisation (93 236) (92 014) 10. Other operating expenses Year ended Year ended Maintenance (60'123) (61 204) Administration expenses (50'199) (30 331) Travel and representation (7'175) (7 408) Vending rent (88'901) (85 543) Other rent (13'413) (13 211) Loss on disposal of tangible assets (374) (899) Other operating expenses (10'232) (7 570) Total other operating expenses (230'417) (206 166) 11. Other operating income Year ended Year ended Suppliers marketing contributions 10'126 10 795 Gain on disposal of tangible assets 4'167 7 504 Other operating income 7'496 1 340 Total other operating income 21'788 19 639 12. Finance cost results net Year ended Year ended Interest on loan due to parent undertaking (40'474) (35 579) Interest on loans (40'813) (39 159) Finance lease interest expense (970) (1'146) Other interest and finance expense (7'337) (5'227) Hedge reserve recycled from OCI (2'090) (1'279) Foreign exchange gain/(loss) (net) (12'051) (3'426) Total finance costs (103 735) (85 816) Page 22 of 65
Year ended Year ended Change in fair value of derivative financial instruments 7'402 4'249 Interest income 59 113 Total finance income 7'461 4'362 13. Income taxes Income tax expense comprises: Year ended Year ended Current income tax expense (694) (2 763) Deferred income tax income 4 730 7 873 Total income tax income 4 036 5 110 The total tax charge for the periods can be reconciled to the accounting profit as follows: Year ended Year ended Loss before income tax (105 746) (82 877) Applicable tax rate 25.4% 33.8% Expected tax credit 26 859 28 019 Effect of income that is exempt from taxation - 1 968 Effect of expenses not deductible for tax purposes (333) (2 196) Effect of taxable losses for the period not recognised as deferred tax assets (22 189) (22 785) (Write-off) / Recognition of previously unrecognised tax losses and deferred tax assets (85) (549) Income tax expense of previous years (216) 653 Income tax income recognised in statement of profit or loss 4 036 5 110 The applicable tax rate used above in the tax reconciliation is based on the weighted average tax rates applicable in the countries in which the Group operates. This is derived from a summation of the individual tax rates and pre-tax profits and losses in each country, and is not the same as the medium to long term effective tax rate of the Group. Page 23 of 65
14. Property, plant and equipment Freehold land and buildings Vending equipment Vehicles Other equipment Total Cost Balance at 2015 7 787 597 989 22 544 44 875 673 195 Additions 45 61 570 2 130 3 276 67 021 Disposals (3 567) (46 870) (4 640) (2 124) (57 201) Reclassifications * (257) 733 (48) (661) (233) Effects of foreign currency exchange differences (140) (7 916) (238) (262) (8 556) Balance at 3 868 605 506 19 748 45 104 674 226 Additions Disposals Acquisitions through business combinations Disposals through sale of subsidiaries 39 65'666 3'169 2'916 71'791 - (51'715) (3'580) (1'357) (56'652) 11'673 148'070 2'505 19'198 181'447 - (7'664) (102) (228) (7'994) Reclassifications to assets held for sale - (8'403) (629) (246) (9'277) Effects of foreign currency exchange differences (19) (11'514) (120) (782) (12'435) Balance at Accumulated depreciation and impairment 15'561 739'946 20'992 64'606 841'105 Balance at 2015 (6 199) (421 513) (18 139) (33 763) (479 614) Depreciation expense (158) (60 777) (1 501) (2 868) (65 304) Disposals 2 740 43 359 4 403 1 995 52 497 Reclassifications * 131 (853) (121) 724 (119) Effects of foreign currency exchange differences 107 5 588 116 211 6 022 Balance at (3 379) (434 196) (15 242) (33 701) (486 518) Depreciation expense Disposals Disposals through sale of subsidiaries (348) (59'564) (1'390) (3'388) (64'690) - 46'077 3'284 1'153 50'514-5'106 91 180 5'377 Reclassifications to assets held for sale - 6'593 618 244 7'454 Effects of foreign currency exchange differences 16 8'264 100 418 8'797 Balance at Net Book Value (3'711) (427'721) (12'540) (35'094) (479'065) At 489 171 310 4 506 11 403 187 708 At 11'850 312'225 8'453 29'513 362'041 *Reclassified between categories (-353k) and between Property, plant and equipment and Other intangible assets (353k) in order to more accurately reflect the underlying nature of the assets. As at commitments in respect of capital expenditure amounted to 30.0 million (: 20.5 million). Page 24 of 65
The carrying amount of property, plant and equipment held under finance leases at was 32.4 million (: 29.6 million). Leased assets are pledged as security in respect of the finance leases to which they relate. The disposal through sale of subsidiaries in relates to the sale of the Baltic countries (note 33). Acquisitions through business combinations relates to the Pelican Rouge Group assets at fair value recorded (note 32). Reclassifications to assets held for sale relates to Selecta Finland which is to be disposed within 6 month after the Pelican Rouge acquisition completion (note 34). 15. Goodwill Balance at 482 562 Goodwill allocated to the Baltic countries sold on 1 October (3 153) Provisional goodwill allocated to Pelican Rouge Group acquisition 188 032 Balance at 667 441 The decrease in goodwill corresponds to the share of goodwill attributable to the disposed subsidiaries (Estonia, Latvia and Lithuania, note 33). The increase in goodwill relates to the Pelican Rouge group acquisition (see note 32) and is a provisional value, since the allocation of the purchase price is provisionally determined at the end of the reporting period. The completion of the purchase price allocation may result in further adjustment to the carrying value of Pelican Rouge s recorded assets, liabilities and the determination of any residual amount that will be allocated to goodwill. The Group will complete the initial allocation of goodwill to the newly defined cash generating units in the financial year ending 2018, in line with the requirements of IFRS 3 Business combinations and IAS 36 Impairment of assets. 15.1. Impairment testing During the financial year the carrying values including goodwill of the cash-generating units have been compared to their recoverable amount. The test was conducted on the basis of the carrying values and the recoverable amounts of Selecta cash generating units excluding Pelican Rouge. The Selecta goodwill without Pelican Rouge tested was at 479.4 million as of, corresponding to the prior year Selecta Group goodwill position with the deduction of goodwill reduction resulting from the disposal of the Baltics. It has been concluded that the recoverable amount exceeds the carrying amounts and therefore no impairment is required to be recorded. 15.2. Allocation to cash-generating units Cash-generating units considered in this financial year s impairment test For the purpose of the impairment testing on the aforementioned scope excluding the effect from the business combination of Pelican Rouge Group, the Group has considered the same four cashgenerating units as in the prior year, which are identical to the Group s operating segments based on the regions in which the Group has operated until the end of the year ending September : Page 25 of 65
Region France: includes operating entities in France. Region West: includes operating entities in UK, Ireland, Netherlands and Belgium. Region Central: included operating entities in Switzerland, Germany, Spain, Austria. Region North: includes operating entities in Sweden, Finland, Denmark, Norway. As of 1 October the operating entities in Estonia, Latvia and Lithuania were sold. The amount of goodwill allocated to each cash generating unit at and were as follows: Selecta goodwill Region France 69 213 69 213 Region West 21 989 21 989 Region Central 271 146 271 146 Region North 117 061 120 214 Goodwill 479 409 482 562 Provisional goodwill relating to Pelican Rouge acquisition (unallocated) 188 032 Total Goodwill 667 441 15.3. Summary of assumptions used in goodwill impairment testing In undertaking the impairment test of the Selecta goodwill, the Group has used post-tax cash flow projections for the computation of value in use based on the 2018 2020 business plan of the Group approved by management, covering a three-year period. In years four to seven the Group assumes further growth of 3.0% (: 3.0%). Cash flows beyond the seven-year period are extrapolated using estimated growth rates as disclosed in the table below: Region France 1.9% 1.7% Region West 1.7% 1.7% Region Central 1.7% 1.1% Region North 1.7% 2.1% The cash flows are discounted using a post-tax weighted average cost of capital (WACC) for each region. The post-tax WACC applied for each region at and were as follows: Post-tax WACC Equivalent to a pre-tax WACC of: Post-tax WACC Equivalent to a pre-tax WACC of: Region France 6.5% 8.0% 5.9% 8.5% Region West 6.5% 7.8% 6.2% 7.7% Region Central 5.7% 6.8% 5.7% 7.2% Region North 6.8% 7.8% 6.3% 7.8% Page 26 of 65
15.4. Headroom and sensitivity to change in assumptions The headroom arising from the goodwill impairment testing by region at and were as follows: millions millions Region France 78.4 42.5 Region West 62.9 65.6 Region Central 959.2 709.5 Region North 100.8 279.1 The following table shows the level to which the WACC would need to increase to assuming achievement of the future cashflows, or the level to which long term growth rates would need to fall assuming use of the Group s post tax WACC, to eliminate all of the headroom in the region. Level to which Post-tax WACC would need to increase to eliminate all of the headroom in the region Level to which growth rates would need to fall to eliminate all of the headroom in the region Level to which WACC would need to increase to eliminate all of the headroom in the region Level to which growth rates would need to fall to eliminate all of the headroom in the region Region France 10.4% -4.0% 7.6% -0.6% Region West 11.1% -6.2% 13.3% -14.6% Region Central 18.4% -60.7% 14.9% -24.6% Region North 14.1% -15.1% 13.2% -12.4% Page 27 of 65
16. Intangible assets Software/ other Patents/ licences Trademarks Customer Contracts Total Cost Balance at 1 October 2015 35 066 2 444 286 301 345 735 669 546 Additions 7 659 1 243-366 9 268 Disposals (1 354) - - - (1 354) Reclassifications* 381 - - - 381 Disposals through sale of subsidiaries - (4 090) (4 090) Effects of foreign currency exchange differences (546) - - (586) (1 132) Balance at 41 206 3 687 286 301 341 425 672 619 Additions Disposals 4'959 - (315) - - - 180 5'138 (317) (632) Reclassifications - (3'687) - 3'687 - Acquisitions through business combinations 5'277-37'846 205'749 248'872 Disposals through sale of subsidiaries - - - (2'059) (2'059) Reclassifications to assets held for sale (682) - - - (682) Effects of foreign currency exchange differences (1'673) - - (123) (1'796) Balance at Accumulated amortisation and impairment 48'771-324'147 548'541 921'459 Balance at 1 October 2015 (23 449) (1 684) - (185 450) (210 583) Amortisation expenses (3 717) (45) - (22 946) (26 710) Disposals 1 037 - - - 1 037 Reclassifications* (28) - - - (28) Disposals through sale of subsidiaries - 2 182 2 182 Effects of foreign currency exchange differences 879 - - 540 1 419 Balance at (25 278) (1 729) - (205 675) (232 682) Amortisation expenses Disposals Reclassifications Disposals through sale of subsidiaries (4'312) (701) - (23'532) (28'545) 284 - - 70 354-2'431 - - - (2'430) 0-1'241 1'241 Reclassifications to assets held for sale 344 - - - 344 Effects of foreign currency exchange differences 987 - - 91 1'078 Balance at Net Book Value At (27'976) - - (230'235) (258'211) 15 928 1 958 286 301 135 750 439 937 At 20'795-324'147 318'306 663'248 *Reclassification in prior year relates to reclassification between Property, plant and equipment and Other intangible assets (353k) in order to more accurately reflect the underlying nature of the assets. The disposal through sale of subsidiaries in relates to the sale of the Baltic countries and in Page 28 of 65
to the sale of Eastern European countries. Acquisitions through business combinations relate to the Pelican Rouge Group`s assets that are recorded at fair value. Reclassifications to assets held for sale relate to Selecta Finland which is to be disposed, within 6 months after the Pelican Rouge acquisition completion. The trademarks are deemed to have an indefinite useful life as based on an analysis of all of the relevant factors, there are no foreseeable limits to the period over which the assets are expected to generate net cash inflows for the Group. The trademarks have been allocated to the Group s cash generating units that are tested for impairment annually. This year, similarly to the goodwill impairment, the scope of the testing comprises the Selecta cash generating units, excluding Pelican Rouge, and the trademarks tested is the Selecta trademark with a carrying amount of 286.3 million. At and, the trademark has been allocated as follows : Region France 41 027 41 027 Region West 13 034 13 034 Region Central 160 982 160 983 Region North 71 258 71 258 Trademark allocated to current cash generating units 286 301 286 301 Provisional trademark resulting from acquisition of Pelican Rouge (unallocated) 37 846 Trademark total 324 147 The Pelican Rouge trademark value has been determined provisionally as a result of the purchase price allocation conducted with the support of the transaction advisory services of a professional service firm, based on the relief from royalty valuation method. The Pelican Rouge trademark is deemed to have an indefinite useful life as based on an analysis of all of the relevant factors, there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows for the Group. Pelican Rouge as a coffee brand was founded in Antwerp in 1863. Customer contracts Selecta customer contracts acquired in the business combination in 2007 have a finite useful life and are amortised over 15 years. Customer contracts identified in the business combination with the Pelican Rouge Group have been allocated a provisional value as a result of the purchase price allocation conducted with the support of the transaction advisory services of a professional service form, based on the excess earnings valuation method. They will be amortized over 15 years. Page 29 of 65
17. Non-current financial assets Non-current financial assets comprise the following: Trade and other receivables 6 354 8 984 Total non-current financial assets 6 354 8 984 The maturity of the non-current financial assets is as follows: After one year but not more than five years 6 330 2 447 More than five years 24 6 537 Total more than one year 6 354 8 984 Total non-current financial assets 6 354 8 984 18. Inventories Food and beverages 45'977 23 845 Vending equipment and spare parts 28'213 14 339 Goods in transit 743 518 Raw materials 5'778 - Total inventories 80'711 38 702 There are no inventories expected to be recovered after more than 12 months. 19. Trade receivables Trade receivables - not overdue 60 735 32 220 Trade receivables - overdue 0-90 days 14 631 8 331 Trade receivables - overdue 90-360 days 779 1 910 Trade receivables - overdue > 360 days 278 670 Total trade receivables, gross 76 423 43 131 Allowance for doubtful accounts (1 331) (2 192) Total trade receivables, net 75 093 40 939 The average credit period on sales of goods is 30 days. No interest is charged on the trade receivables until the end of the credit period, thereafter the charging of interest is at the discretion of local management depending on the amounts and customers involved. Where interest is charged in respect of an overdue receivable the interest rate applied is between 3% and 15% per annum depending on the country and the customer contract. Page 30 of 65
The Group has provided for all receivables over 360 days because historical experience indicates that receivables that are past due beyond 360 days are not recoverable. Trade receivables between 30 days and 360 days are provided for based on estimated irrecoverable amounts from the sale of goods, determined by reference to past default experience. Depending on the size of a potential new customer and the volume of trading expected, prior to accepting new credit customers, the Group uses a credit scoring system to assess the potential customer s credit quality and defines a suitable credit limit for the customer. 19.1. Analysis of receivables past due but not impaired Included in the Group s trade receivable balance are debtors with a carrying amount of 7.2 million (: 8.7 million) which are past due at the reporting date for which the Group has not provided for as there has not been any significant change in credit quality and the amounts are still considered recoverable. The Group does not hold any collateral over these balances. The ageing of these receivables is as follows: Overdue 0-90 days 7'207 7 980 Overdue 90-360 days - 740 Total 7'207 8 720 There are no significant individually impaired trade receivables at (: not significant). 19.2. Movement in the allowance for doubtful accounts Total Balance at 1 October 2015 (2 202) Amounts written off during the period 133 Amounts recovered during the period 758 Increase in allowance recognised in statement of profit or loss (900) Effect of foreign exchange differences 19 Balance at (2 192) Amounts written off during the period 542 Amounts recovered during the period - Increase in allowance recognised in statement of profit or loss (780) Reclassification to asset held for sale 29 Effect of foreign exchange differences 1'070 Balance at (1'331) In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivable at the reporting date. This is in most cases evidenced by the age of the receivable, and the Group has implemented specific policies regarding the level of provision required for the change in credit quality based on the ageing of the receivable. The concentration of credit risk is limited due to the fact that the Group has a very large customer Page 31 of 65
base and a mix of credit and cash sales. Accordingly, management believes that there is no further credit provision required in excess of the allowance for doubtful accounts. 19.3. Ageing of impaired trade receivables Overdue 0-90 days 456 350 Overdue 90-360 days 596 1 172 Overdue > 360 days 279 670 Total 1'331 2 192 20. Other current assets Accrued income 31'191 20 193 Pre-payments 11'652 8 316 Sales tax recoverable 3'684 4 267 Other 6'418 923 Total other current assets 52'945 33 699 21. Cash and cash equivalents Cash at bank 126 454 62 560 Cash in points-of-sale 8 328 4 311 Cash and cash equivalents 134 782 66 871 0.9 million of cash and cash equivalents have been reclassified to assets held for sale at 30 September regarding Selecta Finland (see note 34). 22. Loans due to parent undertaking / borrowings Loans due to parent undertaking at amortised cost 319 888 282 176 Borrowings at amortised cost (including revolving facilities) 922 995 591 565 Total borrowings 1 242 883 873 741 Page 32 of 65
22.1. Borrowings and loans due to parent undertaking at amortized cost by currency million in % Interest rate million in % Interest rate EUR 1'053.1 83.1% 7.5% 671.5 74.9% 8.7% CHF 213.8 16.9% 6.5% 225.3 25.1% 6.5% Total 1'266.9 100% 7.3% 896.8 100% 8.1% The amounts shown above reflect the nominal value of the borrowings without the deduction of net capitalized transaction costs. 22.2. Rate structure of borrowings million million Total borrowings at variable rates - 29.0 Total borrowings at fixed rates 1 242.9 844.7 Total 1 242.9 873.7 22.3. Details of borrowing facilities In June 2014 the Group issued a 350 million 6.5% senior secured note (ISIN: XS1078234686, XS1078234330) and a CHF 245 million 6.5% senior secured note (ISIN: XS1078234926, XS1078235147). The notes are listed on the Official List of the Luxembourg Stock Exchange and are traded on the Euro MTF market. In addition the Group s parent undertaking, Selecta Group S.a.r.L. issued a PIK loan for 220 million, the proceeds of which have been loaned to the Group also in the form of a PIK loan (the PIK proceeds loan ). The PIK proceeds loan carries an interest rate of 11.875%. In December 2015 Selecta Group S.a.r.L. granted an additional PIK loan with the same conditions to the Group of 5.6 million. As part of the Pelican Rouge acquisition, new Selecta loans were issued for 374.8 million, both carrying a cash interest rate of 4.0% + EURIBOR (with a floor of 0.50%) at closing, with an increasing ratchet for PIK interest of 0.0% to 3.0% between closing and December 2019 (1.0% in June 2018, 2.0% in December 2018, 2.50% in June 2019 and 3.0% in December 2019). These loan facilities are not listed on the Stock Exchange. As part of the Pelican Rouge acquisition, the Group has upsized its senior revolving credit facility by 50 million, to 100 million. The amounts drawn under this facility were fully repaid at 30 September ( : 29 million). The interest rate on this senior revolving credit facility has remained based on the relevant rate of the currency drawn (LIBOR/EURIBOR) plus 3.5%. The senior secured notes and the revolving credit facility are secured by first ranking security interests over all the issued share capital of certain Group companies (together the Guarantors ), certain receivables and intercompany receivables of the Company and the Guarantors, including assignment of the PIK Proceeds Loan and certain bank accounts of the Company. Under the terms of the Group s super senior revolving credit facility, a minimum net leverage ratio must be met before further drawings may be made under the facility. The net leverage ratio represents the ratio of Consolidated Adjusted EBITDA as defined in the super senior revolving credit facility agreement of the last twelve months to Consolidated Senior Secured Net Debt. The Group has complied with the covenant obligation in the current and the previous year. Page 33 of 65
23. Finance lease liabilities Finance leases relate predominantly to motor vehicles and vending equipment. The Group s obligations under finance leases are secured by the lessors title to the leased assets. The minimum lease payments due are as follows: Present value of minimum lease payments Current finance lease liabilities 11'681 8 076 Non-current finance lease liabilities: After one year but not more than five years 30'357 19 809 More than five years - 231 Total non-current finance lease liabilities 30'357 20 040 Total finance lease liabilities 42'038 28 116 24. Post-employment benefits 24.1. Defined contribution plans The Group operates defined contribution plans for qualifying employees in a number of its countries of operation. The assets of the plans are held separately from those of the Group under the control of unrelated parties. 24.2. Defined benefit plans Description of plans The Group offers defined benefit plans in Switzerland, Germany and Spain as well as retirement indemnity plans in France. In addition the newly acquired Pelican Rouge group of companies operate defined benefit plans for the UK, Belgium and indemnity plans in France. The two main significant plans are in Switzerland and UK, which represent an net asset position of 33.7 million, the remainder of the countries recorded a net liability position of 11 million. Selecta Switzerland The pension scheme is part of the Valora Pension Fund, domiciled in Muttenz, Switzerland and is governed by the rules of the Swiss Federal Law on Occupational Retirement, Survivors and Disability Pension Plans (BVG), which specifies the minimum benefits that are to be provided by pension plans. The scheme covers multiple employers, including Selecta, with the scheme assets allocated between Selecta and the other companies in the scheme in proportion to the mathematical reserve and savings capital as at. One employee of Selecta AG in Switzerland sits on the foundation board of the Valora Pension Fund to ensure representation of Selecta in the wider scheme. The designated purpose of the scheme is to protect the employees, including the employees dependents and survivors, of the Valora Group of companies of Switzerland and the companies with which the scheme has concluded an affiliation agreement against the economic consequences of old age, death and disability. The benefits are defined in the pension plan regulations that are far above the minimum requirements stipulated by the BVG. Retirement benefits are based on the accumulated retirement Page 34 of 65
savings capital and can either be drawn as a life-long pension or as a lump sum payment. The pension is upon retirement calculated by multiplying the balance of the retirement savings capital with the applicable conversion rate. The retirement savings capital results from the yearly savings contributions by both employer and employee until retirement and carries interest thereon. The savings contributions are defined in the pension plan regulations. Minimum contributions and minimum interest are defined by the BVG and the Federal Council respectively. The scheme provides for a basic and supplementary plan. Under the basic plan, the wage portions above the entry level for admission (equal to three quarters of the maximum retirement pension benefit prescribed by law) are pensionable. The supplementary plan additionally offers coverage of wage portions that exceed the 5-fold value of the maximum retirement pension benefit by more than CHF 5 000. The scheme is subdivided into a risk pre-insurance and a primary insurance. The risk pre-insurance coverage is a pure risk insurance that covers the risks of death and disability up to the age of 25. The primary insurance begins at age 25 and is comprised of a savings facility run by the scheme and insurance covering the death and disability risks. The scheme participates in compulsory coverage and is entered in the register for occupational pension providers as provided for by art. 48 of the Federal Occupational Retirement, Survivors' and Disability Pension Plans Act (BVG/LPP). At minimum it provides for the benefits pursuant to BVG/LPP. The scheme is under the regulatory supervision of the Canton of Basel Land. UK Pelican Rouge The Group operates a defined benefit pension scheme in the United Kingdom, which is identified as the Pelican Rouge Retirement Benefits Plan (the Plan, formerly known as the Autobar Group Retirement Benefits Plan). The scheme is managed by an independent trustee (ITS) and the ultimate authority is with the UK Pension Regulator in case of disputes between the trustee and the company. The company accounted for this plan as defined benefit plan because it is exposed to risks as mentioned in the paragraph sensitivity analysis. With effect from October 2004 the Plan was closed to new members and on 31 March 2015 future accrual stopped. This resulted in a curtailment in the year to 31 March 2015. Prior to that, pension accrual for active members was a proportion of the salary at retirement (or earlier date of leaving) based on length of Plan membership. Pensions are payable for life from retirement with the option to convert some pension to a cash lump sum at the point of retirement. A reduced pension is payable to any surviving spouse on death of the member. Pensions in payment increase each year at various rates depending on the period when accrued. Pensions for those members not yet retired are increased in line with the Consumer Prices Index subject to a cap of 5% a year (applied over the whole period). As for the other plans in the group the pension valuation has been updated by an independent qualified actuary to for IFRS purposes (IAS 19). A number of subsidiaries in the United Kingdom are participating employers in the Plan. Individual companies are unable to identify their share of the underlying assets and liabilities as each employer is exposed to the actuarial risks associated with current and former employees of other entities that have participated in the Plan over its lifetime. In addition to the IFRS requirements, the UK entity is required to satisfy local regulations in the United Kingdom. The calculation of the assets and liabilities according to local regulations is different than under IFRS. The most recent calculation according to local regulation was carried out with a reference date of 30 June 2015. As a result of the calculation the Group agreed with the Trustees of the Plan that annual deficit funding payments of GBP 1,900 thousands have to be made until 20 June 2020. The funding is recognised at the moment of payment. If the Plan s assets are insufficient to cover the benefits promised to members the UK company might need to increase its contributions. The assets of the Plan are held in a trust and are separated from those of the UK company. Page 35 of 65
Amounts included in the consolidated financial statements The amounts recognised in the consolidated statement of profit or loss in respect of defined benefit plans are as follows: Current employer service cost (4'550) (6 448) Past service credit/(cost) and gains/(losses) on plan amendment 2'135 1 118 Net interest cost (92) (290) Administration cost - (175) Defined benefit cost recognised in statement of profit or loss (2'507) (5 795) Past service credit / (cost) and gains / (losses) relates to a plan amendment of the benefits payable under the Group s pension in scheme in Switzerland. In January the Valora pension scheme reduced the conversion rate for calculating the retirement pension, resulting in a reduction of the future pensions to be paid and hence the defined benefit obligation of the scheme. As communicated in June by the pension fund Valora, conversion rates will decrease to 6.2% for men and 6.4% for women, effective on 1 January 2018. The amount included in the balance sheet arising from the entity s obligation in respect of its defined benefit obligation is as follows: Fair value of plan assets 444'891 184 405 Present value of funded defined benefit obligation (412'335) (200 268) Funded status 32'556 (15 863) Present value of unfunded benefit obligation (9'874) (7 601) Net asset/(liability) in the balance sheet 22'682 (23 464) Defined benefit obligation The movement in the present value of the defined benefit obligation in the current period was as follows: Present value of obligation at beginning of period (207'866) (203 699) Current employer service cost (4'550) (6 448) Employees contributions (3'322) (3 372) Interest cost (461) (1 753) Past service cost, curtailments, settlements, plan amendments 2'135 1 118 Benefits paid 14'504 7 753 Acquired through business combination (217'110) - Actuarial gain/(loss) on defined benefit obligation 13'288 (750) Currency loss (18'827) (715) Present value of obligation at end of period (422'209) (207 866) Page 36 of 65
Plan assets The movement in the fair value of plan assets in the current period was as follows: Fair value of plan assets at beginning of period 184'405 181 167 Interest income on plan assets 369 1 463 Employees' contributions 3'322 3 372 Employer's contributions 4'606 4 629 Benefits paid (14'320) (7 554) Acquired through business combination 240'540 - Administration cost (excl. asset management cost) - (175) Return on plan assets excl. interest income 3'461 844 Currency gain 22'508 659 Fair value of plan assets at end of period 444'891 184 405 Employer s contributions expected for the next year amount to 6.7 million. The fair value of the total plan assets at the balance sheet date comprises of the following major categories of assets: Quoted market prices in active markets Prices in nonactive markets Quoted market prices in active markets Prices in nonactive markets Cash 1.1% 0.0% 5.0% 0.0% Bonds 70.6% 0.0% 31.8% 0.0% Equities 11.7% 0.0% 29.2% 0.0% Property 0.0% 11.7% 1.5% 30.2% Other 4.9% 0.0% 2.3% 0.0% Total 88.3% 11.7% 69.8% 30.2% The funded pension plan assets are invested in accordance with local laws. They include neither the Group s own financial instrument nor property occupied by, or other assets used by, the Group. Actuarial assumptions The principal actuarial assumptions are based on local economic conditions and are as follows (weighted average): Discount rate 1.70%* 0.20% Expected salary increase 1.05% 1.00% Expected pension increase 1.31% 0.00% *The discount rate increase is mainly driven by Pelican Rouge UK (2.5%) Switzerland rate is at 0.6% (vs 0.2% prior year). The estimated duration of the plan liabilities is 18.8 years (: 13.9 years). Page 37 of 65
The following table shows the re-measurement gains and losses on post-employment benefit obligations recognised in other comprehensive income: Return on plan assets excl. interest income 3'461 (1 682) Experience gains/(losses) on defined benefit obligation 4'654 (1 585) Actuarial gains/(losses) arising from change in demographic assumptions (537) 21 869 Actuarial gains/(losses) arising from change in financial assumptions 9'171 (18 508) Total amount of remeasurement gain/(loss) on post-employment benefit obligations recognised in other comprehensive income 16'749 94 Sensitivity analysis The valuation of the pension benefit obligations is particularly sensitive with regard to changes to the discount rate and the assumptions of pension rises and the expected mortality rate. The following table shows the change of defined benefit obligation on the basis of a reasonably possible change to these actuarial assumptions at and : Discount rate (+0.50%) 30'725 11 332 Discount rate (-0.50%) (29'368) (12 946) Increase in future pension (+0.25%) (7'377) (5 658) Decrease in future pension (-0.25%)* 5'236 20 Mortality assumption -1 year 9'846 5'631 Mortality assumption + 1 year (9'857) (5'581) *No decrease in future pension has been used for the sensitivity analysis on the pension scheme in Switzerland as the expected pension increase assumed in the valuation is zero, and future pensions cannot be decreased. Every sensitivity analysis considers the change of one assumption, while all other assumptions remain the same. This approach shows the isolating effect if an individual assumption is changed, but does not consider that some assumptions are mutually dependent. Page 38 of 65
25. Provisions Warranty Litigation & tax Restructuring Long term employee benefits Other Total Balance at 1 October (1 256) (336) (4 885) (2 028) (2 690) (11 195) Charged to the statement of profit or loss - (94) (655) (396) (3'105) (4'249) Expenditure in the period 88-3'829 327-4'244 Reversed against the statement of profit or loss without cost incurred Acquired through business combination Deferred consideration in relation to Pelican Rouge acquisition Effect of foreign exchange differences 272 134 - - 93 499 - (1'319) (17'531) - (4'277) (23'128) - - - - (27'000) (27'000) 4 4 176 70 1'437 1'691 Reclassification between categories (494) - - - 494 - Balance at (1'386) (1'611) (19'065) (2'027) (35'049) (59'138) The above amounts are recorded in the balance sheet as follows: Non-current liabilities (35'770) (6 220) Current liabilities (23'368) (4 975) Total (59'138) (11 195) The warranty provision represents management s best estimate of the future outflow of economic benefits that will be required in respect of warranties on machine sales and has been based on historical trends observed. The provisions in respect of litigations and tax represent management s best estimate of the future outflow of economic benefits required to settle legal claims and tax claims made against the Group, and has been based on advice from and discussion with the Group s lawyers. The restructuring provision represents amounts due to be paid in respect of certain restructuring activities which have been initiated. The amounts provided include the costs of employee severance payments, as well as other costs associated with closing facilities or offices. The other provision includes besides the deferred consideration of 27 million, a significant portion of long service awards (jubilee benefits) to which all employees of Selecta Switzerland are entitled based on the years of service. The calculation requires an actuarial valuation to be performed as it is based on assumptions of expected service lengths, current service length, date of entry, monthly salary, sex, and long service awards paid in last financial year. Page 39 of 65
26. Deferred income taxes 26.1. Deferred tax balances Deferred income tax balances are presented in the balance sheet as follows: Deferred income tax assets 18 192 21 032 Deferred income tax liabilities (187 587) (131 261) Total deferred tax liabilities, net (169 395) (110 229) 26.2. Movement in deferred tax balances during the year The movement in the deferred tax balances during the year was as follows: Temporary differences 1 October (Charged)/ credited to income (Charged) / credited to OCI Change in Consolidation Scope Exchange differences 30 September Intangible assets (107 316) 5'550 - (61'173) 95 (162'843) Property, plant and equipment (12 936) (1'147) - (1'909) 316 (15'676) Other non-current assets - 2'353 (2'859) (5'340) 23 (5'823) Non-current financial assets (1 175) 554 (554) - 8 (1'167) Inventories (1 587) (38) - - 52 (1'574) Trade receivables (605) 235 - - 82 (288) Current liabilities (3 580) 30-864 285 (2'400) Provisions (10) - - 4'346-4'336 Other non-current liabilities 1 307 (2'807) (262) - 6 (1'756) Total temporary differences (125 902) 4'730 (3'675) (63'212) 867 (187'192) Tax losses Unused tax losses 15 673 - - 2'753 (629) 17'797 Total deferred tax asset/(liability) (110 229) 4'730 (3'675) (60'459) 238 (169'395) Page 40 of 65
1 October 2015 (Charged)/ credited to income (Charged)/ credited to OCI Reclassification to held for sale Exchange differences 30 September Temporary differences Intangible assets (114 992) 7 147-482 47 (107 316) Property, plant and equipment (12 298) (696) - 3 55 (12 936) Non-current financial assets (446) (387) (339) - (3) (1 175) Inventories (1 357) (233) - - 3 (1 587) Trade receivables 511 (1 103) - - (13) (605) Current liabilities (5 359) 1 815 - - (36) (3 580) Provisions (685) 678 - - (3) (10) Other non-current liabilities 2 653 (1 473) 102 (3) 28 1 307 Total temporary differences (131 973) 5 748 (237) 482 78 (125 902) Tax losses Unused tax losses 13 558 2 125 - - (10) 15 673 Total deferred tax asset/(liability) (118 415) 7 873 (237) 482 68 (110 229) 26.3. Detail of deferred tax assets and liabilities Deferred tax assets and liabilities are attributable to the following: Assets Liabilities Net Temporary differences Intangible assets 4'683 (167'526) (162 843) Property, plant and equipment 1'101 (16'777) (15 676) Other non current assets - (5'823) (5'823) Non-current financial assets - (1'167) (1 167) Inventories - (1'574) (1 574) Trade receivables - (288) (288) Current liabilities 1'877 (4'277) (2 400) Provisions 4'346 (10) 4'336 Other non-current liabilities 1'620 (3'376) (1 756) Deferred tax assets/(liabilities) arising on temporary differences 13'628 (200'819) (187 192) Tax losses Unused tax losses 17'797-17 797 Deferred tax assets arising from unused tax losses Offset deferred tax assets and deferred tax liabilities (13'232) 13'232 - Total deferred tax asset/(liability) 18 192 (187 587) (169 395) Page 41 of 65
Assets Liabilities Net Temporary differences Intangible assets 4 608 (111 924) (107 316) Property, plant and equipment 263 (13 199) (12 936) Non-current financial assets 157 (1 332) (1 175) Inventories 1 (1 588) (1 587) Trade receivables 52 (657) (605) Current liabilities 2 155 (5 735) (3 580) Provisions 37 (47) (10) Other non-current liabilities 7 731 (6 424) 1 307 Deferred tax assets/(liabilities) arising on temporary differences 15 004 (140 906) (125 902) Tax losses Unused tax losses 15 673-15 673 Deferred tax assets arising from unused tax losses 15 673-15 673 Offset deferred tax assets and deferred tax liabilities (9 645) 9 645 - Total deferred tax asset/(liability) 21 032 (131 261) (110 229) 26.4. Unrecognised deferred tax assets/liabilities These deferred income tax assets have not been recognised as it is not probable that future taxable profits will be available to utilise the losses. Deferred income tax liabilities have not been recognised for the withholding tax and other taxes that would be payable on the unremitted earnings of certain foreign subsidiaries, as such amounts are currently regarded as permanently reinvested. The parent is not only able to control the distribution of dividends but has also no plan for any such distribution. The value of unused tax losses carried forward which have not been capitalised as deferred tax assets, with their expiration dates is as follows: Selecta unused tax losses One year 208 1 422 Two years 214 208 Three years - 214 Four years - - Five years - - More than five years 180 785 234 561 Unlimited 312 993 247 604 Total unused tax losses carried forward 494 200 484 009 Page 42 of 65
Pelican Rouge unused tax losses The business combination with Pelican Rouge results in the addition of the unused tax losses in the combined Group, presented in the below table: Within 5 years 26'188 n/a 5 years to 10 years 371'820 n/a Without time limit 349'810 n/a Total unused tax losses carried forward 747'818 n/a The unused tax losses for Pelican Rouge were calculated as the unused tax losses of the Pelican Rouge Group disclosed at their financial year ended 31 March disclosed, and the losses in the period from April 1 st to September. The Pelican Rouge loss balance in the Netherlands for 366.2 million is currently under review by the Dutch tax authorities. Management expect the unused tax losses of the Pelican Rouge Group to continue to be generally available in the combined Group. 27. Trade payables Trade payables 191 723 107 710 Total trade payables 191 723 107 710 The Group's exposure to financial and liquidity risk related to trade and other payables is disclosed in note 30. 28. Other current liabilities Other payables 59'298 30 870 Accrued expenses 95'010 28 432 Interest payable 12'766 11 598 Tax and social security costs 21'442 12 096 Factoring liabilities 7'916 - Reverse factoring liabilities 9'718 - Total other current liabilities 206'150 82 996 The balance of other payables represent the sum of payments on account of customers (deferred revenue), pension contribution payable (employer and employee portion), personnel accruals (overtime, vacations, wages and salaries, bonus/incentives) and other. Page 43 of 65
Certain of the Selecta Group subsidiaries in France, Switzerland and the UK have entered into an accounts receivable factoring programme under a pan-european factoring agreement with Factofrance S.A.S. (the Factor) dated December 22,. In accordance with this agreement, Selecta s subsidiaries may assign eligible receivables to the Factor at an agreed market rate in order to receive funding at any given time of up to 15 million. The agreement is subject to terms and conditions customary for such transactions, and the Group provided cash collateral for a specified portion of the accounts receivable so assigned. A recourse factoring liability of a total 5.7 million is recorded on the Group s balance sheet at for the Selecta Group subsidiaries in France, Switzerland and the UK. Additionally, Dutch subsidiaries acquired by the Group as part of the Pelican Rouge Group acquisition operate recourse factoring facilities, with a recourse factoring liability of a total 2.2 million recorded on the Group s balance sheet at September. The Group holds reverse factoring facilities in the subsidiaries acquired from Pelican Rouge, in Spain for 9.7 million. 29. Equity 29.1. Share capital, share premium and additional paid-in capital The Group s share capital consists of 187 000 fully paid ordinary shares (: 187 000) with a nominal value of 1 per share. Fully paid ordinary shares carry one vote per share and a right to dividends. During the year a contribution in cash in an amount of 60 million was made to the additional paid in capital of Selecta Group B.V. and a contribution in cash in an amount of 119.2 million was made to the additional paid in capital of Selecta AG from the parent company Selecta Midco S.a.r.l. 29.2. Reserves The other comprehensive income accumulated in reserves, net of tax was as follows: Currency translation reserve Attributed to equity holders of the parent Retained earnings Hedging reserve Total Foreign currency translation differences for foreign operations Remeasurement gain/(loss) on post-employment benefit obligations, net of tax Effective portion of change in fair value of cash flow hedges, net of tax 16'677 - - 16'677-13'628-13'628 - - 1'536 1'536 Total other comprehensive income, net of tax 16'677 13'628 1'536 31'841 Page 44 of 65
Currency translation reserve Attributed to equity holders of the parent Retained earnings Hedging reserve Total Foreign currency translation differences for foreign operations Remeasurement gain/(loss) on post-employment benefit obligations, net of tax Effective portion of change in fair value of cash flow hedges, net of tax (1 297) - - (1 297) - 196-196 - - 990 990 Total other comprehensive income, net of tax (1 297) 196 990 (111) Reserves arising from foreign currency translation adjustments comprise the differences from the foreign currency translation of the financial statements of subsidiaries from the functional currency into euro. Additionally, the foreign exchange differences on qualifying net investment loans are included in this reserve. Retained earnings include the accumulated net losses as well as the accumulated remeasurement gains and losses on post-employment benefit obligations, including any related income taxes. The hedging reserves comprise the effective portion of cumulative net change in the fair value of hedging instruments used in cash flow hedges pending subsequent recognition in profit or loss as the hedged cash flows affect profit or loss, included any related income taxes. 30. Financial risk management 30.1. Risk management framework Financial risk management is an integral part of the way the Group is managed. The Management Board of the Group has overall responsibility for the establishment and oversight of the Group s financial policies. Group s management reports on a monthly basis to the Supervisory Board on the Group s performance. The Chief Financial Officer (CFO) is responsible for setting financial strategies, which are executed by Group Treasury and by the Group s subsidiaries. The activities of Group Treasury and of the various subsidiaries are regularly reviewed and monitored by the CFO thus verifying the compliance of operations within the approved guidelines and limits. The Group Treasury function is responsible for ensuring adequate funds are available to the Group s subsidiaries as necessary. To this end a cash pool has been established in respect of some countries in which the Group operates, and funds are reallocated across the Group as necessary. The Group s Treasury function is also responsible for drawing on and repaying amounts under the Group s revolving credit facilities to meet the cash needs of the Group. All drawings must be approved by the CFO and the outstanding borrowings under each facility are reported to the Supervisory Board on a monthly basis. 30.2. Market risk management Financial market risk is essentially caused by exposures to foreign currencies, interest rates and coffee price. For further details on interest rate risk management see section 30.6 and foreign currency risk management see section 30.7. The Group is also exposed to commodity price risk because of coffee price fluctuations. Some of these fluctuations can be passed on to clients through price increases in line with contractual conditions. The Group has periodically assessed the economic impact of hedging the coffee prices but considers the hedging-cost as too high to make hedging a commercially attractive measure. However whilst the Group does not enter into hedging instruments into coffee prices, coffee volumes are committed with suppliers between 1 and 6 months in advance depending on current green bean coffee prices and expectations of future price development. Page 45 of 65
30.3. Credit risk management Credit risk arises because a counterparty may fail to perform its obligations as prescribed, resulting in a financial loss to the Group. The Group is exposed to credit risk on its trade receivables, its noncurrent other financial assets and its cash and cash equivalents. The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was as follows: Note Carrying amount Trade receivables 19 75'093 40 939 Non-current financial assets 17 22 2 765 Derivative financial instruments 31 7 884 6 218 Accrued income 20 31'191 20 193 Total exposure to credit risk 114'190 70 115 Trade receivables are subject to credit limits and ongoing credit evaluation in all the subsidiaries. Due to its large geographic base and number of customers, the Group is not exposed to material concentrations of credit risk on its trade receivables, and there were no counterparties where credit risk exceeded 5% of gross monetary assets at any time during the year. In addition, due to the nature of the Group s operations, a significant portion of its revenues are received in cash. For details on how the Group manages its credit risk arising from trade receivables see note 19. The Group is not exposed to significant credit risk on its cash and cash equivalents ( 134.8 million, 66.9 million) as these are spread over several institutions in different geographic areas. Settlement risk results from the fact that the Group may not receive financial instruments from its counterparties at the expected time. This risk is managed by monitoring counterparty activity and settlement limits. 30.4. Liquidity risk management Liquidity risk arises when a company encounters difficulties to meet commitments associated with financial instruments. Such risk may result from inadequate market depth or disruption or refinancing problems. This risk is managed by limiting exposures in instruments that may be affected by liquidity problems and by actively matching the funding horizon of debt with incoming cash flows. The Group manages liquidity risk by ensuring adequate reserves are available, and through its banking facilities, in particular the Group s revolving credit facilities. In addition, the Group continuously monitors cash flows to ensure that adequate funds exist to settle its liabilities. The Group has several benchmarks and approval requirements for borrowing and investing as well as for using derivative financial instruments. In general, subsidiaries may not borrow in their respective local currency without the approval of the CFO. The subsidiaries may also not hedge their foreign currency exposures without the approval of the CFO. Wherever possible, the Group requires that subsidiaries repatriate all their excess cash and bank balances to Group finance companies to allow the Group to ensure that adequate funds are made available across the Group as necessary. Liquidity available through financing facilities As part of the refinancing of the Group in the year ended 2014 the Group had entered into a 50 million super senior revolving credit facility, upsized to 100 million with the Pelican Rouge acquisition. The amount drawn under this facility at is nil (: 29.0 million). Page 46 of 65
Liquidity tables The following table details the Group s remaining contractual maturity for its financial liabilities with agreed repayment periods. The table includes both principal and interest payments, and has been prepared using undiscounted cash flows. Less than 3 months 3 months to 1 year 1-5 years More than 5 years Total At Revolving credit facility - - - - - Secured loan notes 18'325 26'761 1'072'599-1'117'686 Loans due to parent undertaking - - 504'037-504'037 Finance lease liabilities 3'698 11'094 28'789 85 43'666 Trade payables 191'723 - - - 191'723 Total non-derivative financial liabilities 213'746 37'855 1'605'425 85 1'857'111 Cross currency swaps Outflows 9'121 260'025 - - 269'146 Inflows (8'288) (263'288) - - (271'575) Total derivative financial liabilities 834 (3'263) - - (2'429) At Revolving credit facility - - 29 001-29 001 Secured loan notes 18 696 18 696 687 444-724 836 Loans due to parent undertaking - - 504 037-504 037 Finance lease liabilities 2 066 6 200 21 428 242 29 936 Trade payables 107 710 - - - 107 710 Total non-derivative financial liabilities 128 472 24 896 1 241 910 242 1 395 520 Cross currency swaps Outflows 9'296 9'296 224'101-242'692 Inflows (8'288) (8'288) (218'875) - (235'450) Total derivative financial liabilities 1 008 1 008 5'226-7'242 30.5. Capital management The Group s objectives when managing capital are to safeguard the Group s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The capital structure of the Group consists of net debt (borrowings as disclosed in note 22 offset by cash and bank balances) and equity of the Group (comprising share capital, share premium, additional paid in capital, currency translation reserves, hedging reserves and retained earnings). 30.6. Interest rate risk management Interest rate risk comprises the cash flow risk that results from changes in interest rates. The Group s secured loan notes and notes due to parent undertakings carry interest at fixed rates. As these loans form the significant part of the Group s borrowings the Group s exposure to interest rate risk is relatively limited. Interest on the Group s revolving credit facility is linked to LIBOR, Page 47 of 65
however the amounts involved are relatively limited in comparison to the overall borrowings, and at nil were outstanding on this facility (: 29.0 million). The interest rate on the Group s secured loan notes amounts to 6.5%, on the new loans related to PR acquisition 4.5%, and on the loans due to parent undertakings to 11.875%, as well as on the Group s revolving credit facility to LIBOR plus 3.5%. The remaining contractual maturity in respect of the Group s borrowings is disclosed in Note 30.4. The interest rate profile of the Group s interest-bearing financial instruments are as follows: Financial assets - - Financial liabilities (1 299 857) (887 383) Total fixed-rate instruments (1 299 857) (887 383) Financial assets 127 263 62 560 Financial liabilities - (29 001) Total variable-rate instruments 127 263 33 558 Interest rate risk sensitivity The sensitivity is based on the Group s total variable rate instruments at, assuming the amount of the liabilities outstanding and the financial assets held at the end of the reporting period was outstanding for the whole year. At, if interest rates had been 100 basis points higher/lower, with all other assumptions held constant and the outstanding liabilities as well as held assets assumed constant for the whole year, profit after taxation would decrease/increase by 0.6 million ( 0.3 million respectively in financial year ended ). A 100 basis points change is used for the purposes of the sensitivity analysis as it represents management s assessment of a reasonably possible change in interest rates. 30.7. Foreign currency risk management Foreign currency transaction risk arises because subsidiaries sometimes undertake transactions in foreign currencies such as the import of machines and the acquisition of services and the related borrowings. Translation exposure arises from the consolidation of the Group accounts into euro and is not hedged but managed primarily through borrowings denominated in the relevant foreign currencies. In order to minimise the Group s exposure to foreign exchange risk, the Group has entered into cross currency swaps in the year ended 2014, and renewed the existing cross currency swaps in June for another year, in order to hedge against the impact of exchange rate fluctuations on the Group s interest payments (see note 31.3). Exposure to currency risk Since each of the Group s subsidiaries invoices its customers in its functional and since the significant part of its cost base is also denominated in its functional currency, the exposure to currency risk within the trading subsidiaries of the Group is not significant. Certain of the holding companies based in Switzerland, and therefore with Swiss Francs as their functional currency, have loan receivables and payables, both with external parties and with other Group companies, denominated in currencies other than their functional currency. The table below shows the total net financial assets / (liabilities) which are exposed to currency risk, by currency, arising in those entities: Page 48 of 65
Currency (000 s) Currency (000 s) EUR 161 527 105 865 GBP 10 937 8 747 SEK 8 181 3 828 NOK 456 456 Foreign currency sensitivity Most Group companies transact the majority of their business in their functional currency. For Selecta Group, transaction risks arise as a result of financing based on another currency than the functional currency of the respective group company. The transaction risks analysis has been performed to include variations in the exchange rate between CHF, GBP and SEK against EUR as those three currencies represent major currencies other than the functional currency of the respective group company. The Group s sensitivity analysis has been determined based on the Group s net transaction exposure as at the end of the reporting period. A ±10 percent change is used for the purposes of the sensitivity analysis as it represents management s assessment of a reasonably possible change in foreign exchange rates. At a ±10 percent change in the CHF, GBP and SEK against EUR would impact the net profit and the equity of the Group according to the table below. The amounts below show the increase in net profit and equity which would come about as a result of a 10% strengthening of the EUR against each of the currencies below. For a 10% weakening of the EUR against the relevant currency, there would be a comparable decrease in net profit and equity. Effect on equity Effect on net profit CHF 7 402 11 384 1 686 1 728 GBP - 875 462 710 SEK - - 3 087 376 Page 49 of 65
31. Financial instruments 31.1. Accounting classifications and fair values The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. At Carrying amount Fair value Cash flow hedging instrument Loans and receivables Other financial liabilities Total (000 s) Level 1 Level 2 Level 3 Total Financial assets measured at fair value Cross currency swaps 7'884 - - 7'884-7'884-7'884 Financial assets not measured at fair value 7'884 - - 7'884 Trade receivables - 75'093-75'093 Non-current financial assets Cash and cash equivalents - 6'354-6'354-134'782-134'782 Accrued income - 31'191-31'191 Financial liabilities measured at fair value - 247'420-247'420 Cross currency swaps (6'211) - - (6'211) Financial liabilities not measured at fair value Revolving credit facility (6'211) - - (6'211) - - - - - (6'211) - (6'211) - - - - Secured loan notes - - (922'995) (922'995) Loans due to parent undertaking Finance lease liabilities - - (319'888) (319'888) - - (42'038) (42'038) Factoring liabilities - - (7'916) (7'916) Reverse factoring liability - - (9'718) (9'718) Trade payables - - (191'723) (191'723) - - (1'494'278) (1'494'278) (948'623) - - (948'623) - (319'888) - (319'888) - (42'038) - (42'038) - (7'916) - (7'916) - (9'718) - (9'718) Page 50 of 65
At Carrying amount Fair value Cash flow hedging instrument Loans and receivables Other financial liabilities Total Level 1 Level 2 Level 3 Total Financial assets measured at fair value Cross currency swaps Financial assets not measured at fair value 6 218 - - 6 218-6 218-6 218 6 218 - - 6 218 Trade receivables - 40 939-40 939 Non-current other financial assets Cash and cash equivalents - 2 765-2 765-66 871-66 871 Accrued income - 20 193-20 193 Financial liabilities measured at fair value Cross currency swaps Financial liabilities not measured at fair value Revolving credit facility - 130 768-130 768 (11 744) - - (11 744) - (11 744) - (11 744) (11 744) - - (11 744) - - (29 001) (29 001) - (29 001) - (29 001) Secured loan notes - - (562 563) (562 563) (493 109) - - (493 109) Loans due to parent - - (282 176) (282 176) - (282 176) - (282 176) undertaking Finance lease liabilities - - (28 116) (28 116) - (28 116) - (28 116) Trade payables - - (107 710) (107 710) - - (1 009 566) (1 009 566) 31.2. Measurement of fair values The following table shows the valuation techniques used in measuring Level 2 fair values: Financial instruments measured at fair value Cross currency swaps used for hedging Valuation technique Periodic mid-market values are based on observable inputs including foreign currency exchange rates and interest rates. A credit spread is added to the standard, risk-free discount curve, determined by comparing the composite yield of a basket of fixed-rate bonds issued by entities with similar credit characteristics to the Company, to the riskfree rate. Significant unobservable inputs Not applicable Page 51 of 65
Financial instruments not measured at fair value Valuation technique Significant unobservable inputs Debt securities Discounted cash flows Not applicable Other financial liabilities Discounted cash flows Not applicable 31.3. Derivative financial instruments designated as cash flow hedges The Group holds certain cross currency swaps in order to hedge against the impact of exchange rate fluctuations on the Group s interest payments and borrowings. Part of the cross currency swaps entered into in June 2014 have been designated as cash flow hedges to the extent that they represent an effective accounting hedge. These hedging instruments have been terminated in May and therefore hedge accounting was discontinued prospectively. The remaining hedge reserve of the terminated hedging instruments have been fully reclassified from equity to profit and loss when the original exchange rate fluctuations on the Group s interest payments and borrowings impact profit or loss. No hedge accounting is applied to the new cross currency swaps the Group entered into in the renewal transactions in the reporting period. At the derivative financial instruments had a positive fair value of net 1.8 million, at prior year end had a negative fair value of net 5.5 million. The fair value movement was recognized in the P&L. The following table shows the original trade date, maturity date, notional amounts and carrying amount of the cross currency swaps designated as cash flow hedges: Original trade date Maturity date Notional amount Carrying amount CHF / EUR cross currency swap 20 June 2014 15 June 2018 85 000 (6 211) SEK / EUR cross currency swap 20 June 2014 15 June 2018 170 000 7 884 31.4. Master netting or similar agreements The Group enters into derivative transactions ISDA and Swiss master agreements under which, in the event of a default, the amounts owed by each counterparty at any given point in time are aggregated into a single net amount that is payable by one party to the other. 32. Business combinations On 7 September, the Group completed the acquisition of Pelican Rouge Group, through the acquisition by Selecta AG of 100% ownership of Pelican Rouge Group B.V. Taking control of Pelican Rouge enhances Selecta s credit profile and creates a leading vending operator and coffee services provider for the workplace, on-the-go as well as hotels, restaurants and cafes ( HoReCa ) across Europe. The transaction enables to bring together Selecta s and Pelican Rouge s complementary service networks and provide more options for our customers. The acquisition was accounted for using the acquisition method according to IFRS 3 Business Combinations, to incorporate the acquired entities in the Group financial statements. The Pelican Rouge Group results were incorporated in the consolidated statement of profit and loss for the 24 days between the acquisition date, on 7 September, and the closing date of the Group s consolidated financial statements, on. Page 52 of 65
Pelican Rouge Group contributed during the 24 days 36.6 million revenue and a net loss for the period of 2.4 million to the Group s results. If the acquisition had occurred on 1 October, management estimates that consolidated revenue would have been 1.3 billion, and consolidated loss for the year would have been 178 million. In determining these amounts, management has assumed that the fair value adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 October. The Group s consolidated balance sheet incorporates the acquired assets and liabilities of the Pelican Rouge Group measured at fair value. The consideration for Pelican Rouge group is structured as follows: Cash consideration transferred 119 250 New Selecta loans issued 374 815 Deferred consideration 27 000 Total consideration 521 065 The cash consideration transferred of 119.3 million consisted of a repayment of Pelican Rouge debt, on the day of change of control to the external lenders. The new Selecta loans issued of 374.8 million on the day of change of control, were in exchange for a Pelican Rouge debt, resulting in a non cash transaction. The deferred consideration is represented by the issued Contingent Value Right (CVR) Notes which have a maximum value of 27 million and consequently recorded a provision for 27 million has been recorded. The CVR Notes are to pay out the (positive) difference between the 27 million and the actual liability / settlement for the corporate income tax claim with the Dutch tax authorities, on the later of (i) the first anniversary of the completion date of the transaction; and (ii) the date of full and final settlement of the tax issue. A summary of the acquisition is presented below, and includes the provisional results of the purchase price allocation to the acquired intangible and tangible assets, as well as the acquired liabilities: Page 53 of 65
Total consideration 521 065 Amounts of assets acquired and liabilities assumed at the date of acquisition: Property, plant and equipment 181 447 Intangible assets 5 277 Defined benefit plan assets 31 415 Other non-current assets acquired 7 812 Inventories 42'676 Trade receivables 35'578 Other current assets 15'250 Cash and cash equivalents 35'279 Trade payables Finance lease liabilities Provisions Post employment benefit obligations Other liabilities (78'656) (8'139) (22'933) (4'299) (90'370) Total identifiable net assets acquired 150 337 Consideration in excess of net assets acquired 370 728 Customer contracts 205 749 Trademark 37 846 Deferred tax liability on intangible assets recognized (60 899) Unallocated acquisition goodwill 188 032 Trade receivables comprise gross contractual amounts of 39.7 million, of which 4.1 million was expected to be uncollectible at the date of acquisition. Measurement of fair values: The identification and measurement process of intangible assets was conducted by a transaction advisory service company, leading to the provisional recognition of Pelican Rouge brand and customer contracts values, as well as the corresponding deferred tax liabilities, in Selecta Group s consolidated financial statements for the year ending September. The relief-from-royalty method was used to assess the Pelican Rouge trademark, it considers the discounted estimated royalty payments that are expected to be avoided as a result of the patents or trademarks being owned. The customer contracts were assessed with the multi-period excess earnings method, which considers the present value of net cash flows expected to be generated by the customer relationships, by excluding any cash flows related to contributory assets. The goodwill is attributable mainly to the synergies expected to be achieved from integrating Pelican Rouge into Selecta. Shared best practices and know-how across a broader range of segments will enable further operational improvements and investments in innovation as well as quicker rollouts of new technologies, resulting in an enhanced consumer experience. None of the goodwill recognized is expected to be deductible for tax purposes. Page 54 of 65
If new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition identifies adjustments to the above amounts, or any additional provisions that existed at the date of acquisition, then the accounting for the acquisition will be revised. 33. Disposals During the year, the Group s operating entities in the Baltics (Estonia, Litvania, Latvia) including all assets, liabilities, contracts and commercial relationships have been sold to the acquiring party, BaltCap. Selecta SIA (Latvia) Selecta UAB (Lithuania) Selecta Easti (Estonia) The disposal group was part of the region North. The effective date of the transaction was 14 March. The results of the transaction are as below: Total Consideration received, satisfied in cash 10 629 Cash and cash equivalents disposed of (1 635) Selling costs (1 004) Net cash inflow 7 990 The net disposal accounting gain recorded on the sale amounted to 3.6 million. Page 55 of 65
34. Assets and liabilities held for sale As an outcome of the antitrust clearance process conducted with the European Union Commission prior to the acquisition of Pelican Rouge, the Group has been required to dispose Selecta Finland within six months after the Pelican Rouge acquisition. Consequently, the Group s management is committed to a plan to sell Selecta Finland, including all assets, liabilities, contracts and commercial relationships. Accordingly, these Selecta Finland is presented as a disposal group held for sale in the consolidated financial statements per. At, assets and liabilities of the disposal group held for sale were: Total Property, plant and equipment 1 823 Other intangible assets 337 Deferred income tax assets 9 Inventories 484 Trade and other receivables 1 575 Other current assets 359 Cash and cash equivalents 859 Asset held for sale 5 446 Finance lease liabilities 436 Deferred income tax liabilities 0 Trade payables 448 Current income tax liabilities 5 Other current liabilities 1 688 Liabilities held for sale 2 577 35. Share based payments During the year ended 2014, the Group implemented a long term incentive plan for certain key management personnel (the Exit Bonus Plan or Plan ). Under the plan an exit payment will be paid to those management personnel on the event of a change of control or a listing of the Group (the exit event ). The exit payment will be calculated as a percentage of the shareholders net equity proceeds, being the proceeds less cost of investment, outstanding debt and certain debt like items, and costs incurred in connection with the change of control or listing. No amounts were recognised in these consolidated financial statements as management does consider unlikely the occurrence of any payment in consideration to this plan, which expires in June 2019. 36. Commitments for expenditures Operating lease commitments The Group leases various land and buildings, offices and vehicles under operating lease agreements. The lease expenditure charged to the statement of profit or loss for the period is 110.8 million, thereof minimum lease payments 44.4 million (: 109.8 million and 98.8 million respectively). The future aggregate minimum lease payments under non-cancellable operating leases are as follows: Page 56 of 65
Within one year 23'398 22 339 After one year but not more than five years 55'364 50 130 More than five years 32'459 29 733 Total operating lease commitments 111'220 102 202 38.4 million (: 38.3 million) of the total future minimum lease payments under noncancellable operating leases relate to a building lease contracts held by the holding and trading company Selecta AG in Switzerland. The most significant lease contracts have been signed for a period between 15 and 20 years. 37. Contingent liabilities and contingent assets The Group, through a number of its subsidiaries, is involved in various legal proceedings or claims arising from its normal business. Provisions are made as appropriate where management assesses that it is probable that an outflow of economic benefits will arise. None of these proceedings results in a material contingent liability for the Group. 38. Related parties 38.1. Parent undertaking As a result of the Pelican Rouge acquisition, the controlling structure of the group has been changed: the immediate parent of the Group is Selecta Midco S.à.r.l., a company incorporated in Luxembourg. The immediate parent of Selecta Midco S.à.r.l is Selecta Group S.à.r.l. Since 11 December 2015, the ultimate controlling party of the Group are funds and accounts managed or advised by affiliates of KKR & Co. L.P., which is publicly traded on the New York Stock Exchange (NYSE: KKR). Prior to this date, the ultimate controlling party of the Group was Allianz SE, incorporated in Germany. 38.2. Compensation of key management personnel No remuneration is paid by the Group to any of the Members of the Supervisory Board or the Management Board of Selecta Group B.V. in their capacity as Members of the Supervisory Board or the Management Board of Selecta Group B.V. (: nil). Selecta AG is the main operating entity of the Group. Selecta AG is managed by its board of directors and executive committee. No remuneration is paid by the Group to any of the Directors of Selecta AG by the Group in their capacity as Members of the Board of Directors (: nil). The remuneration of the Executive Committee during the period was as follows: Short term benefits 3 976 3 651 Post-employment benefits 1 022 1 877 There were no other material transactions or outstanding balances between the Group and its key management personnel or members of their close family (: nil). Page 57 of 65
38.3. Transactions and balances with related parties The ultimate controlling party of the Group changed when, on 11 December 2015, funds and accounts managed or advised by affiliates of KKR & Co. L.P., which is publicly traded on the New York Stock Exchange (NYSE: KKR), acquired the shares of Selecta Group S.à.r.l., the Group s immediate parent undertaking. KKR is a leading global investment firm that manages investments across multiple asset classes including private equity, energy, infrastructure, real estate, credit and hedge funds. We entered into a contractual relationship with KKR Capstone regarding the provision of consulting services. KKR Capstone, however, uses the name KKR under licence only and neither KKR & Co L.P. nor its affiliates owns or controls KKR Capstone or KKR Capstone s affiliates. Furthermore and for the avoidance of doubt, the provision on consulting services by KKR Capstone have been entered into on arm s length basis. Transactions between the Group and other related parties prior to the change of ownership were as follows: Related party Nature of the transaction Amount of transaction Outstanding balance Year ended and as at Capstone Europe Consultancy services received 780 - Year ended and as at Allianz Suisse Versicherungsgesellschaft Zürich Insurance services received 270 - Allianz Suisse Versicherungsgesellschaft Vending services provided 12 - Allianz Deutschland AG Vending services provided 96 - Sana Kliniken AG Vending services provided 9 - Allianz Capital Partners GmbH Vending services provided 3 - Allianz CIA Seguros Y Reasuguros SA Vending services provided 3 - Allianz Global Corporate and Speciality Vending services provided 10 - There were no material transactions or outstanding balances between the Group and other related parties in the year ended (: nil). 39. Changes in scope of consolidations On 7 September, the Group completed the acquisition of Pelican Rouge Group, through the acquisition by Selecta AG of 100% ownership of Pelican Rouge Group B.V. In the consolidated financial statements and all subsequent disclosure sections, Pelican Rouge s consolidated balance sheet is integrated as part of the balance sheet positions disclosed, whereas Pelican Rouge s consolidated statement of profit and loss is apportioned to the 24 days in September consolidated under the Selecta Group, between the acquisition date and September 30,. The list of the acquired subsidiaries of the Pelican Rouge is presented in section 41. Besides, during the year, the Group s operating entities in the Baltics (Estonia, Lithuania, Latvia) including all assets, liabilities, contracts and commercial relationships have been sold to the acquiring party, BaltCap, with the effective date of the transfer of control on October 1, (see note 33). Page 58 of 65
40. Events after the balance sheet date As a result of the Pelican Rouge group acquisition and the planned merger of the operations in certain countries, the Group goodwill will be re-allocated to newly identified cash generating units (CGUs) of the combined Group during the financial year ending 2018. The key factor in the assessment conducted is the level at which operating results will be reviewed and resource allocation decisions will be made. The Group is of the opinion that this is represented by the six new regions of the combined Group, headed by a new regional leadership team, effective from October : - Region France: includes operating entities in France - Region Spain: includes operating entities in Spain - Region BENE: includes operating entities in Netherlands and Belgium - Region UK: includes operating entities in United Kingdom and Ireland - Region DACH: includes operating entities in Switzerland, Germany and Austria - Region North: includes operating entities located in Sweden, Finland, Denmark and Norway This regional organization reflects how the performance of the Group will be analysed, key management are incentivised, and resources will be allocated within the Group. Therefore, these six regions will represent the operating segments and cash generating units of the Group, starting from October. The Group announced on 29 September, that an entity controlled by KKR, Selecta s majority shareholder, has entered into an agreement to acquire Gruppo Argenta S.p.A. ("Argenta"), a leading vending and coffee service provider in Italy, from Motion Equity Partners. Under the agreement and subject to certain conditions, Selecta has the right to acquire Argenta directly from the seller in place of KKR, or after the completion of the acquisition. A potential combination with Argenta is expected to strengthen Selecta s position as the pan-european industry leader with an enlarged presence in 16 countries. To the best of management s knowledge, no other events, other than those disclosed in these financial statements, have occurred between and the date of authorization of these consolidated financial statements (21 December ) that could have a material impact on the consolidated financial statements. 41. Subsidiaries The Company s subsidiaries at were as follows: Legal Name of subsidiary Place of incorporation (or registration) Proportion of ownership interest in % Proportion of voting power held in % Principal activities Selecta Holding SAS France 100 100 Holding company Selecta SA France 99.92 99.92 Trading company for provision of vending services Approfrais SA France 99.92 99.92 Trading company for provision of vending services Selecta SA Belgium 100 100 Trading company for provision of vending services Selecta Luxembourg SA Luxembourg 99.92 99.92 Dormant company Selecta Nordic Holding AB Sweden 100 100 Holding company Selecta A/S Denmark 100 100 Trading company for provision of vending services Selecta AS Norway 100 100 Trading company for provision of vending services Page 59 of 65
Selecta Holding AB Sweden 100 100 Holding company Selecta AB Sweden 100 100 Trading company for provision of vending services OY Selecta AB Finland 100 100 Trading company for provision of vending services Selecta Holding Ltd. United Kingdom 100 100 Holding company Selecta UK Ltd. United Kingdom 100 100 Trading company for provision of vending services Vendcare (Holdings) Ltd. United Kingdom 100 100 Dormant company Vendcare Services Ltd. United Kingdom 100 100 Dormant company Retail Vending Ltd. United Kingdom 100 100 Dormant company Selecta Refreshments Ltd. Eire 100 100 Trading company for provision of vending services Selecta TMP AG Switzerland 100 100 Holding company and corporate activities Selecta AG Switzerland 100 100 Holding and trading company for provision of vending services Selecta Holding GmbH Germany 100 100 Holding company Selecta Deutschland GmbH Germany 100 100 Trading company for provision of vending services BCA Betriebs Catering GmbH Germany 100 100 Trading company for provision of vending services AB Servicios Selecta Espana SL Spain 100 100 Trading company for provision of vending services Servecave SL Spain 100 100 Holding company Selecta Betriebsverpflegungs GmbH Austria 100 100 Trading company for provision of vending services Selecta Holding B.V. Netherlands 100 100 Holding company Selecta B.V. Netherlands 100 100 Trading company for provision of vending services Selecta Trading Sro Slovakia 100 100 Trading company for provision of vending services The following companies belonged to the Group at, and were disposed in the year: Legal Name of subsidiary Place of incorporation (or registration) Proportion of ownership interest in % Proportion of voting power held in % Principal activities Selecta Eesti OÜ Estonia 100 100 Trading company for provision of vending services UAB Selecta Lithuania 100 100 Trading company for provision of vending services SIA Selecta Latvia 100 100 Trading company for provision of vending services SIA Baltic Payment Systems Latvia 100 100 Service company The following companies were merged into Selecta TMP AG as of 1 October. Selecta Management AG Switzerland 100 100 Holding company and corporate activities Selecta Purchasing AG Switzerland 100 100 Provision of purchasing services In addition to the above listed Selecta subsidiaries, the following subsidiaries have been acquired as part of the acquisition of the Pelican Rouge Group: Legal Name of subsidiary Place of incorporation Proportion of ownership interest in % Proportion of voting power held in % Principal activities Pelican Rouge BV Netherlands Holding company Pelican Rouge Group BV Netherlands 100 100 Holding company Charden International BV Netherlands 100 100 Holding company Acorn (Netherlands) 2 BV Netherlands 100 100 Holding company Acorn (Netherlands) 3 BV Netherlands 100 100 Holding company Pelican Rouge Coffee Solutions BV Netherlands 100 100 Vending Pelican Rouge Coffee Roasters BV Netherlands 100 100 Vending Pelican Rouge Coffee Solutions NV Belgium 100 100 Vending Pelican Rouge Coffee Solutions S.A.R.L. Luxembourg 100 100 Vending Page 60 of 65
Legal Name of subsidiary Place of incorporation Proportion of ownership interest in % Proportion of voting power held in % Principal activities Pelican Rouge Coffee Solutions OY Finland 100 100 Vending Pelican Rouge Holding SAS France 100 100 Holding company Pelican Rouge Coffee Solutions SA France 100 100 Vending Acorn (France) Sub 1 SAS France 100 100 Vending Pelican Rouge Coffee Solutions AS Norway 100 100 Vending Pelican Rouge Coffee Solutions (Ireland) Ltd Rep of Ireland 100 100 Vending Acorn (Spain) 1 SLU Spain 100 100 Holding company Pelican Rouge Coffee Solutions SAU Spain 100 100 Vending Demas SLU Spain 100 100 Vending Pelican Rouge Nordis Coffee Solutions SLU Spain 100 100 Vending Pelican Rouge Group Sweden AB Sweden 100 100 Holding company Acorn (UK) 1 Ltd UK 100 100 Holding company Autobar (Northern Ireland) Ltd UK 100 100 Vending Pelican Rouge Coffee Solutions Group Ltd UK 100 100 Holding company Autobar Industries Ltd UK 100 100 Holding company Autobar Investments Ltd UK 100 100 Holding company Autobar UK Ltd UK 100 100 Vending Pelican Rouge Coffee Solutions Ltd UK 100 100 Vending CustomPack Foods Ltd UK 100 100 Vending Provend Group Ltd UK 100 100 Dormant company The Midshires Group Ltd UK 100 100 Dormant company Superior Vending Services Ltd UK 100 100 Dormant company Page 61 of 65
Approval of the consolidated financial statements The consolidated financial statements for the year ended have been authorised by the Board of Directors on 21 December. Amsterdam, 21 December David Hamill President of the Supervisory Board Mark Brown Member of the Supervisory Board Markus Hunold Member of the Supervisory Board David Flochel Member of the Board of Directors Hugues Rougier Member of the Board of Directors Gabriels p/ Member of the Board of Directors Page 62 of65